Common use of Guarantee Clause in Contracts

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the The CME Subsidiary Guarantors herebyGuarantor hereby unconditionally, jointly irrevocably and severally, unconditionally and irrevocably, absolutely guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) This Guarantee shall remain in full force and effect until all amounts owing to the Administrative Agent and the Lenders by Borrower on account of the Obligations are paid in full and the Lenders’ commitments, if any, to make Loans under the Credit Agreement are terminated. (c) The CME Subsidiary Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (d) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each the CME Subsidiary Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by such the CME Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelydebtors. (e) No payment or payments made by the Borrower, any Foreign the CME Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign the CME Subsidiary BorrowerGuarantor, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the CME Subsidiary Guarantor hereunder which who shall, notwithstanding any such payment or payments (other than any payment payments made by such the CME Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such the CME Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such the CME Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments Lenders’ commitments, if any, to make Loans under the Credit Agreement are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Loan Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary The Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder without impairing the guarantee contained in this Section 2 Article VIII or affecting the rights and remedies of the Administrative Loan Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 Article VIII shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary (including contingent Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 any Loan Document that survive the termination thereof) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by either Borrower or the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Loan Agent or any Lender from the either Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary The Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder without impairing the guarantee contained in this Section 2 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 7 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of each Subsidiary the Guarantor under the guarantee contained in this Section 2 7 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal federal, state and state other laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.22.02). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Guarantor Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, Fully Satisfied notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedFully Satisfied.

Guarantee. 9.1 The Guarantor (aif any) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, hereby guarantees to the Administrative Agent, for Landlord that the ratable benefit Tenant will pay the Rent reserved by and observe and perform all of the Lenders covenants and their respective successors, indorsees, transferees and assigns, stipulations on the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) part of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee Tenant contained in this Section 2 Agreement throughout the Term and indemnifies the Landlord against all losses, damages, costs and expenses arising or affecting incurred by the rights and remedies Landlord as a results of the Administrative Agent non-payment or any Lender hereundernon-performance of those obligations on liabilities. (d) 9.2 The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary the Guarantor under this Agreement are a direct, primary and unconditional liability to pay on demand to the guarantee contained Landlord any sum that the Tenant is liable to pay under this Lease without the need for any recourse by the Landlord against the Tenant. 9.3 If this Agreement is disclaimed by a liquidator or trustee in bankruptcy of the Tenant or the Crown or is forfeited then the Guarantor shall (at the option of the Landlord) accept a new lease of the Property for a term commencing on the date of disclaimer or forfeiture for a term equivalent to the residue which would have remained of the Term if there had been no disclaimer or forfeiture at the same terms and subject to the same terms as this Section 2 Agreement or shall pay to the Landlord a sum equal to the rent that would have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and payable under this Lease but for the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor disclaimer or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor forfeiture in respect of the Borrower Obligations or period from the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect date of the Borrower Obligations disclaimer or forfeiture until the Foreign Subsidiary Borrower Obligations ), remain liable for earlier of date which is [six] months after the Borrower Obligations (date of the disclaimer or forfeiture and the date on which the Property has been re-let by the Landlord. 9.4 So far as reduced the law allows the obligations of the Guarantor under this Agreement shall not be affected by any such paymentact, omission, matter or thing whereby (but for this provision) and the Foreign Subsidiary Borrower Obligations (as reduced Guarantor would be released in whole or part from this Guarantee other than a release by any such payment), up to deed given by the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedLandlord.

Guarantee. (a) Each of the Subsidiary Guarantors Grantors hereby, jointly and severally, as a primary obligor and not merely as a surety, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the Lenders Secured Parties and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers each other Guarantor when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on the Term Loans made to the Borrower Obligations pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the Foreign Subsidiary Borrower other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Guarantors of all of the agreements, conditions, covenants, and obligations of the Guarantors contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Each Grantor hereby agrees that this Guarantee is an absolute, irrevocable and unconditional Guarantee of payment and is not a Guarantee of collection. Notwithstanding anything to the contrary contained in this Section 2 or otherwise in this Agreement or any other Loan Document, the Guarantee provided by the IDT Entities shall be limited to the aggregate principal amount and any accrued but unpaid interest outstanding under the IDT Intercompany Note on the Acceleration Date. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under Grantor for the other Loan Documents Guaranteed Obligations shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor Grantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor Grantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor Grantor hereunder without impairing the guarantee Guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee Guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the (including all obligations of each Subsidiary Guarantor Grantor under the guarantee contained in this Section 2 2) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated(other than contingent or indemnification obligations not then asserted or due), notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers Loan Parties may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No Except as provided in Section 8.14, no payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary other Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender other Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantors or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor Grantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Guaranteed Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Guaranteed Obligations), remain liable for the Borrower Guaranteed Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor Grantor hereunder until the Borrower Guaranteed Obligations and the Foreign Subsidiary Borrower Obligations are shall have been paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated(other than contingent or indemnification obligations not then asserted or due).

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

Guarantee. (a) Each of the Subsidiary Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of subrogation and contribution established in Section 2.28.02). (c) Each Subsidiary The Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder without impairing the guarantee contained in this Section 2 Article VIII or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 Article VIII shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary the Guarantor under the guarantee contained in this Section 2 Article VIII shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be have been terminated, notwithstanding that from time to time during the term of the Credit this Agreement the a Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the BorrowerBorrowers, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the BorrowerBorrowers, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated. The provisions of Section 2.14 and 2.16 shall apply to the Guarantor under this Article VIII (with appropriate changes therein to refer to the Guarantor as necessary).

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Lender and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyfull. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedfull.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Lenders Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable foreign, federal and state laws relating bankruptcy, insolvency or receivership laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the insolvency of debtors extent applicable to this guarantee and each Guarantor’s obligations hereunder (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunderCollateral Agent. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminatedTermination Date, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedTermination Date.

Guarantee. (a) Each Subject to the provisions of Section 2(b), each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and the Issuing Lender and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (d) Each Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender or the Issuing Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )Obligations, remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated. (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender or the Issuing Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due and by (or, in the Foreign Subsidiary Borrowers case of any Specified Letter of Credit, the relevant Group Member(s)) when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations.; (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder under this Section 10.1 and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor is permitted under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 10 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 10 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 10 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (other than unasserted contingent obligations) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding (other than unasserted contingent obligations) and the Commitments are terminated.

Guarantee. To induce the Company to enter into the Merger Agreement, the Limited Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Company, on the terms and conditions set forth herein, due and punctual payment, performance and discharge of the payment obligations or liabilities of each of Parent and Merger Sub under (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwiseSection 7.2(b) of the Borrower Obligations Merger Agreement (the “Parent Fee Obligation”) and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, last sentence of Section 5.10 and Section 7.2(d) of the maximum liability of each Subsidiary Guarantor hereunder and under Merger Agreement (the other Loan Documents shall “Other Obligations”); provided that (a) in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of shall the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Limited Guarantor in respect of the Borrower Parent Fee Obligation exceed $4,950,000 (the “Cap”; the Parent Fee Obligation, as limited by the Cap, collectively with the Other Obligations, the “Obligations”), it being understood that the Company will not seek to enforce this Limited Guarantee with respect to the Parent Fee Obligation without giving effect to the Cap, (b) in no event shall Limited Guarantor be obligated to pay more than 15% of any Other Obligations arising under the last sentence of Section 5.10 and (c) Limited Guarantor’s obligation to pay under Section 7.2(d) shall be limited to its failure or delay to satisfy its portion of the Parent Fee Obligation) . In furtherance of the foregoing, the Limited Guarantor acknowledges that its liability under this Limited Guarantee shall extend to the Obligations and that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Limited Guarantor for the full amount of the Obligations, regardless of whether action is brought against Parent, Merger Sub or any other guarantor or Person, whether Parent, Merger Sub or any other Person is joined in any such action or actions or whether Parent, Merger Sub or any other Person were primarily responsible for causing the payment obligations of Parent, Merger Sub or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Limited Guarantor in respect of under the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedMerger Agreement.

Guarantee. (a) Each of the Subsidiary Guarantors herebyThe Guarantor expressly, jointly and severallyabsolutely, unconditionally and irrevocably, irrevocably guarantees (the “Guarantee”) to the Administrative AgentHolders, the due, punctual and complete performance when required of all payment obligations of the Company under this Agreement (the “Obligations”). The Guarantee is in no way conditioned upon any requirement that the Holders first attempt to collect the Obligations from the Company or resort to any security or other means of collecting payment. Should the Company default in the due and punctual payment or performance of the Obligations, the Guarantor’s obligations hereunder shall become immediately due and payable to the Holders. All sums payable by the Guarantor hereunder shall be made in immediately available funds in U.S. Dollars. The Holders may, in their sole discretion, bring and prosecute a separate action or actions against the Guarantor for the ratable benefit full amount of the Lenders and their respective successors, indorsees, transferees and assigns, Obligations regardless of whether any action is brought against the prompt and complete payment and performance by Company or any other person or whether the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration Company or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligationsany other person is joined in any such action or actions. (b) Anything herein In the event that the Company becomes subject to a bankruptcy, reorganization or in similar proceeding, (i) the Holders shall not be obligated to file any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws claim relating to the insolvency Obligations and the failure of debtors the Holders to so file shall not affect the Guarantor’s obligations hereunder, and (after giving effect ii) the Obligations shall not be affected or delayed by any such proceeding. In the event that any payment to the right Holders in respect of contribution established in Section 2.2)any Obligations is rescinded or must otherwise be returned or reduced for any reason whatsoever, this Guarantee shall continue to be effective or be reinstated, as the case may be, and the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This is an unconditional guarantee of payment from Guarantor and not of collection. (c) Each Subsidiary Guarantor agrees In the event that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 consolidates with or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or merges into any other Person (as defined in the Merger Agreement) or received conveys, transfers or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, leases its properties and assets substantially as an entirety to any other guarantor or any Person, such other Person by virtue shall assume the Obligations at the time of any action such consolidation, merger or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations sale, and shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up promptly provide evidence to the maximum liability Holders of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedassumption.

Guarantee. (a) Each of the Subsidiary Guarantors herebyCHL and CFC (each, jointly and severally, a "Guarantor") hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers other when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and of the Foreign Subsidiary other hereunder (with respect to such Guarantor, the "Borrower Obligations"). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.28.02). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Article VIII or affecting the rights and remedies of the Managing Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 Article VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 Article VIII shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantorsa Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantorsa Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors herebyCFC and CHL (each, jointly and severally, a “Guarantor”) hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers other when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and of the Foreign Subsidiary other hereunder (with respect to such Guarantor, the “Borrower Obligations”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.28.02). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Article VIII or affecting the rights and remedies of the Managing Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 Article VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 Article VIII shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantorsa Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantorsa Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, Secured Parties the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and the Foreign Subsidiary contingent expense reimbursement obligations, Obligations in respect of Secured Hedge Agreements and the obligations Cash Management Obligations) of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, the Commitments have been terminated and either no Letter of Credit shall be outstanding and or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Commitments shall be terminatedreasonable satisfaction of the Administrative Agent, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers any Loan Party may be free from any Borrower Obligations and any Foreign Subsidiary Borrower of the Obligations, respectively. (e) No Except as provided in Section 4.14, no payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, the Commitments have been terminated, and either no Letter Letters of Credit shall be outstanding and or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Commitments are terminatedreasonable satisfaction of the Administrative Agent.

Guarantee. (a) Each To induce the Lenders to execute and deliver this Agreement and to make the Loans and issue or participate in the Letters of Credit, and in consideration thereof, the Subsidiary Guarantors hereby, jointly and severally, Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees indorsees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations of the Subsidiary Borrowers, and the Foreign Subsidiary Borrower ObligationsCompany further agrees to pay the expenses which may be paid or incurred by the Administrative Agent or the Lenders in collecting any or all of the Obligations and/or enforcing any rights under this Section 10.1 or under the Obligations in accordance with this Section 10.1. The guarantee contained in this Section 10.1 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors and permitted assigns, until the Obligations shall have been satisfied in full and the Loans shall be terminated. (ba) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor the Company hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor the Company under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (cb) Each Subsidiary Guarantor The Company agrees to the extent permitted by applicable law that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor the Company hereunder without impairing the guarantee contained in this Section 2 10 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 2 10 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor the Company under the guarantee contained in this Section 2 10 shall have been satisfied by payment in full in cashfull, no Letter all Letters of Credit shall be outstanding have expired or been terminated and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (ed) No payment made by the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Company or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor the Company hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor the Company in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor the Company in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (ai) Each of the Subsidiary Guarantors The Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Company when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations Obligations. The Guarantor’s liability under this Guarantee shall be unlimited, open and the Foreign Subsidiary Borrower Obligationscontinuous for so long as this Guarantee remains in force. (bii) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established set forth in Section 2.22(b)). (ciii) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender Purchasers hereunder. (div) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyfull. (ev) No payment made by the BorrowerCompany, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Purchasers from the BorrowerCompany, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full full. (vi) Notwithstanding anything to the contrary in cashthis Guarantee, no Letter with respect to any defaulted non-monetary Obligations the specific performance of Credit which by the Guarantor is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantor shall only be outstanding and liable for making the Commitments are terminatedPurchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. 1.1 With effect on and from the Effective Date (as defined under the Novation Agreement), the Guarantor hereby: (a) Each of the Subsidiary Guarantors hereby, jointly agrees and severally, unconditionally and irrevocably, guarantees to the Administrative AgentOwner, for as an independent and primary obligor and not only as surety, that if the ratable benefit Transferee breaches any of the Lenders and their respective successorsGuaranteed Obligations, indorsees, transferees and assigns, then the prompt and complete payment and performance by Guarantor shall on the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) Owner’s demand perform that Guaranteed Obligation in place of the Borrower Transferee and shall indemnify and save harmless the Owner from and against any and all losses, damages, expenses, liabilities, claims, costs or proceedings which the Owner may suffer or incur by reason of that breach or any of the Guaranteed Obligations and being or becoming totally or partially unenforceable by reason of illegality, incapacity, lack or exceeding of powers, ineffectiveness of execution or any other matter; provided that the Foreign Subsidiary Borrower Obligations.Guarantor’s liability under this deed shall be no greater than the Transferee’s liability under the Agreements (or what its liability would have been had the relevant obligations been fully enforceable); (b) Anything herein acknowledges and agrees that no variation of or alteration to the terms of the Guaranteed Obligations or to their extent, nature or method of performance, and no allowance of time, waiver, forbearance, forgiveness, indulgence, compromise or other dealing under or in connection with the Agreements or any right or remedy arising thereunder, and no invalidity, illegality, unenforceability or irregularity of the Agreements or of any provision thereof, and no other Loan Document act, omission or default which (but for this provision) might have operated to release, exonerate or discharge the contrary notwithstandingGuarantor or otherwise reduce, the maximum extinguish or adversely affect any liability of each Subsidiary the Guarantor hereunder and under the other Loan Documents terms of this deed shall in no event exceed any way release, exonerate or discharge the amount which can be guaranteed by Guarantor from any liability under the terms of this deed or otherwise reduce, extinguish or adversely affect any such Subsidiary liability, and the Guarantor under applicable federal and state laws relating hereby waives any requirement for notice to the insolvency it of debtors (after giving effect to the right of contribution established in Section 2.2).any such event; (c) Each Subsidiary Guarantor agrees that this deed shall not be revocable by the Borrower Obligations Guarantor, shall be a continuing guarantee, shall be additional to and not in substitution for any rights or remedies that the Foreign Subsidiary Borrower Obligations Owner may have against the Transferee under the Agreements or at law, shall be additional to any time and other guarantee or security from time to time exceed held by the amount Owner, shall not be affected by any release or waiver of the liability of any such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights security and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until notwithstanding the winding-up, liquidation, receivership, administration, voluntary arrangement or other composition with creditors (or any event equivalent or analogous to any of the foregoing under the law of any jurisdiction) of the Transferee or if the Transferee is unable to pay its debts (as defined in Indonesian Bankruptcy and Suspension of Debt Payment Obligation Law 37 of 2004, as amended); (d) acknowledges and agrees that its liabilities and obligations under this deed shall not be limited to its proportion of shareholding in the Transferee; (e) agrees that all sums payable by the Borrower Obligations and Guarantor under this deed shall be paid to the Foreign Subsidiary Obligations and Owner in full, free of all present or future taxes, levies, duties, charges, fees, withholdings or deductions (together referred to as “Deductions”) and, if the Guarantor is compelled by law to make any Deduction, the Guarantor will gross-up the payment so that the net sum received by the Owner is equal to the full amount which the Owner would have received had no such Deduction been made; (f) agrees that, as long as the Transferee remains under any actual or contingent liability under the terms of the Agreements, it shall not take any security from the Transferee in connection with this deed (and, if taken, any such security shall be held by the Guarantor as security for its liability to the Owner under this deed) or take any step to enforce any right or claim against the Transferee in respect of any payment made under or liability arising from or in connection with this deed or exercise any rights as Guarantor in competition with the Owner; (g) agrees that the obligations of each Subsidiary the Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding deed and the Commitments Transferee under the Agreements are independent and several obligations, and accordingly that the Owner shall not be terminatedobliged, notwithstanding that before enforcing any of its rights or remedies under this deed, to commence proceedings or take any other action against the Transferee or enforce any other guarantee or security from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made held by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor Owner in respect of the Borrower Obligations Guaranteed Obligations; (h) agrees that the Owner shall be entitled to assign any or all of its rights or benefits under this deed (whether or not accrued) at any time to any person who takes an assignment of any of the rights under the Agreements or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor benefit thereof, subject mutatis mutandis to the same terms. (i) waives in respect favour of the Borrower Obligations or Owner any and all of its rights, protection, privileges and defences provided by law to a guarantor and in particular the Foreign Subsidiary Borrower Obligations provisions in Article 1430, 1831 (but only to the extent it requires the Owner to exhaust their remedies against the Guarantor), remain liable for 1837, 1843, 1347 through 1850 of the Borrower Obligations Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata); and (j) waives any right to and agrees not to make any claim or set off or “Kompensasi” as reduced provided in Articles 1425 through 1435 of the Indonesian Civil Code and agrees not to make any counter claim in any action brought by any such paymentthe Owner to enforce its rights hereunder. 1.2 The Guarantor confirms that, on the date hereof and on the Effective Date: (i) it is a corporation duly incorporated and validly existing and in good standing under the laws of the country of its incorporation and has the corporate power and authority to enter into and perform its obligations under this deed and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same; and (ii) that this deed constitutes legal, valid and binding obligations applicable to it and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment)obligations are in full force and effect in accordance with their terms, up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter delivery and performance by Guarantor of Credit shall be outstanding and the Commitments are terminatedthis deed will not contravene any law of any governmental authority having jurisdiction over Guarantor.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Guaranteed Obligations by the Borrower when due and by the Foreign Subsidiary Borrowers Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations). (b) Anything herein or Notwithstanding anything in any other Loan Document clause (a) to the contrary notwithstandingcontrary, but subject to clauses (c) and (d) below, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Repurchase Documents shall in no event exceed the amount sum of the following products: (i) for each Purchased Asset for which can be a maximum guarantee percentage is not specified in the related Confirmation, the product of (x) 25% and (y) the unpaid aggregate Repurchase Price of such Purchased Asset and (ii) for each Purchased Asset for which a maximum guaranteed by percentage is specified in the related Confirmation, the product of (x) such Subsidiary Guarantor under applicable federal higher percentage specified in the related Confirmation and state laws relating to (y) the insolvency unpaid aggregate Repurchase Price of debtors (after giving effect to the right of contribution established in Section 2.2)such Purchased Asset. (c) Each Subsidiary Guarantor agrees that Notwithstanding the Borrower Obligations foregoing, the limitation on recourse liability as set forth in subsection (b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect and the Foreign Subsidiary Borrower Guaranteed Obligations may at immediately shall become fully recourse to Guarantor, in the event of any time and from time to time exceed the amount of the liability following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller under the Bankruptcy Code or any similar federal or state law; (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies any of the Administrative Agent foregoing has or have colluded in any way with the creditors commencing or filing such proceeding; (iii) any material breach of the separateness covenants set forth in Article 9 of the Repurchase Agreement that directly results in the substantive consolidation of any of the assets and/or liabilities of Seller with the assets and/or liabilities of any other entity in a bankruptcy or insolvency proceeding; or (iv) fraud or intentional misrepresentation by Seller or any Lender hereunder.of its Affiliates in connection with the execution and the delivery of this Guarantee, the Repurchase Agreement, or any of the other Repurchase Documents, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (d) The guarantee In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in subsection (b), Guarantor shall be liable for any out-of-pocket losses, costs, claims, expenses or other liabilities incurred by Buyer directly resulting from the following items: (i) any material breach of the separateness covenants set forth in Article 9 of the Repurchase Agreement (other than as set forth in Section 2(c)(iii) above); or (ii) any material breach of any representations and warranties contained in any Repurchase Document including but not limited to any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting any of the Purchased Assets. (e) Nothing herein shall be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the outstanding obligations under the Repurchase Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to Buyer in accordance with the Repurchase Agreement or any other Repurchase Documents. (f) Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of outside counsel) which may be paid or incurred by Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Section 2 Guarantee, and agrees to indemnify and hold harmless Buyer from any and all claims, damages, losses, liabilities, costs and expenses that may be incurred by or asserted or awarded against Buyer, in each case relating to or arising out of the Guaranteed Obligations. This Guarantee shall remain in full force and effect and fully enforceable against Guarantor in all respects until all the Borrower Guaranteed Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained are paid in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding including any time that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers Seller may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Guaranteed Obligations, respectively. (eg) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Seller or any other Person other than Guarantor in respect of the Guaranteed Obligations or received or collected by the Administrative Agent or any Lender Buyer from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Seller or any other Person other than Guarantor in respect of the Guaranteed Obligations by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )payments, remain liable for the Borrower amount of the Guaranteed Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Guaranteed Obligations are paid in full full. (h) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability hereunder, Guarantor will notify Buyer in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedwriting that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Lenders, the Issuing Lenders, the Administrative Agent and the other Indemnitees under the Credit Agreement and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)3) without rendering such Guarantor insolvent under such laws. (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 Guarantee shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the BorrowerCompany, any Foreign Subsidiary other Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the BorrowerCompany, any Foreign Subsidiary other Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. To induce the Company to enter into the Merger Agreement, the Limited Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Company, on the terms and conditions set forth herein, due and punctual payment, performance and discharge of the payment obligations or liabilities of each of Parent and Merger Sub under (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwiseSection 7.2(b) of the Borrower Obligations Merger Agreement (the “Parent Fee Obligation”) and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, last sentence of Section 5.10 and Section 7.2(d) of the maximum liability of each Subsidiary Guarantor hereunder and under Merger Agreement (the other Loan Documents shall “Other Obligations”); provided that (a) in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of shall the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Limited Guarantor in respect of the Borrower Parent Fee Obligation exceed $28,050,000 (the “Cap”; the Parent Fee Obligation, as limited by the Cap, collectively with the Other Obligations, the “Obligations”), it being understood that the Company will not seek to enforce this Limited Guarantee with respect to the Parent Fee Obligation without giving effect to the Cap, (b) in no event shall Limited Guarantor be obligated to pay more than 85% of any Other Obligations arising under the last sentence of Section 5.10 and (c) Limited Guarantor’s obligation to pay under Section 7.2(d) shall be limited to its failure or delay to satisfy its portion of the Parent Fee Obligation) . In furtherance of the foregoing, the Limited Guarantor acknowledges that its liability under this Limited Guarantee shall extend to the Obligations and that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Limited Guarantor for the full amount of the Obligations, regardless of whether action is brought against Parent, Merger Sub or any other guarantor or Person, whether Parent, Merger Sub or any other Person is joined in any such action or actions or whether Parent, Merger Sub or any other Person were primarily responsible for causing the payment obligations of Parent, Merger Sub or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Limited Guarantor in respect of under the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedMerger Agreement.

Guarantee. 1.1 I/We unconditionally and irrevocably agree with you as principal obligor and not merely as surety to pay and satisfy to you on demand all balances which are now or may be from time to time hereafter due to you by the Client in whatever capacity under the Account pursuant to the Agreement, including: (a) Each In case of the Subsidiary Guarantors herebydeath, jointly and severallybankruptcy, unconditionally and irrevocablyliquidation, guarantees to the Administrative Agentincapacity, for the ratable benefit disability or lack or limitation of authority or power of the Lenders and their respective successorsClient, indorsees, transferees and assigns, all sums owing to you under the prompt and complete payment and performance by Account prior to your receiving the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) actual notice of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations.such event; and (b) Anything herein all monies or in liabilities owing under any other Loan Document credit or facilities granted to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and Client under the other Loan Documents shall in no event exceed the amount which can be guaranteed by Account notwithstanding any invalidity or irregularity of such Subsidiary Guarantor under applicable federal grant or arrangement. 1.2 You may at all times without notifying and state laws relating obtaining consent from me/us and without affecting my/our liability hereunder: (a) grant, extend, vary or determine any credit, facility or accommodation to the insolvency of debtors Client; (after giving effect b) vary the interest rate to the right of contribution established in Section 2.2).Account; (c) Each Subsidiary Guarantor agrees that grant any time or indulgence to the Borrower Obligations Client under the Account. 1.3 To secure my/our obligations hereunder, I/we hereby grant to you a security interest in, a general continuing lien upon and the Foreign Subsidiary Borrower Obligations may a right to set-off against (i) all my/our present and future credit balances with you or your associated companies and my/our other present or future claim against you or your associated companies and (ii) all my/our interest in or to any securities and commodities and other property which have been or at any time and from time shall be delivered to time exceed or otherwise come into the possession, custody or control of you or your associated companies. 1.4 The notices, statements or other communications issued by you in relation to the Account shall be accepted by me/us as conclusive evidence to the amount or liabilities under the Account and/or under this Guarantee unless written notice from me/us to the contrary is received by you within 5 calendar days from the date thereof. 1.5 My/Our liability hereunder will not be affected by your failure to take steps to recover the monies against the Client or enforce any security or the invalidity of any security. 1.6 Notwithstanding that the Client is an unincorporated body which has no legal existence, this Guarantee shall be valid and binding on me/us. 1.7 My/Our liability hereunder will not be affected by any change in the constitution of the liability Client or the death of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunderpartner therein. (d) The guarantee contained in this Section 2 1.8 This Guarantee shall remain in full force be a continuing security and effect until shall cover all sums of money which shall for the Borrower Obligations and time being constitute the Foreign Subsidiary Obligations and balance due from the obligations of each Subsidiary Guarantor Client to you under the guarantee contained Account unless and until you have expressly consented to my/our termination of this Guarantee in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit writing. 1.9 This Guarantee shall be outstanding and the Commitments shall be terminateda continuing security binding on my/our respective executor, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligationsadministrator, respectivelypersonal representative, official receiver or liquidator. 1.10 You may place and keep any monies received by virtue of this Guarantee (ewhether before or after the insolvency or liquidation of me/us or the Client) No payment made by to the Borrowercredit of a suspense account for so long as you think fit in order to preserve your right to sue or prove for the whole amount of your claims against me/us, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Client or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedperson.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each Subject to the provisions of Section 2(b), each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Collateral Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration required prepayment, acceleration, demand or otherwise) of the Borrower Obligations and of anyone other than such Guarantor (including amounts that would become due but for operation of the Foreign Subsidiary Borrower Obligationsautomatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which that can be guaranteed by such Subsidiary Guarantor under the Bankruptcy Code or any applicable federal and state laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent, the Administrative Agent or any Lender other Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )Obligations, remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and under the Foreign Subsidiary Borrower Obligations Credit Documents are paid in full in cashfull, the Commitments thereunder are terminated and no Letter Letters of Credit shall be outstanding or any such Letters of Credit shall have been cash collateralized in a manner reasonably acceptable to the Letter of Credit Issuer and the Commitments are terminatedCollateral Agent. (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent or any other Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Subsidiary Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). As used in this Guarantee, the Foreign Subsidiary Borrower Obligationsterm “Lenders” includes affiliates of Lenders which are parties to any Specified Cash Management Agreements or Specified Swap Agreements. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 Guarantee shall have been satisfied by payment in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (ba) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the Guarantor under applicable federal Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (cb) Each Subsidiary The Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder without impairing the guarantee contained in this Section 2 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 2 7 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of each Subsidiary the Guarantor under the guarantee contained in this Section 2 7 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (ed) No payment made by the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. 6.1 The Guarantor guarantees to the Beneficiary that the Building Contractor will observe and perform the obligations on its part contained in this Deed and that in the case of any default the Guarantor will on demand by the Beneficiary perform and observe the obligations in respect of which the Contractor is in default and will be responsible to the Beneficiary for all losses, damages, costs and expenses thereby suffered or incurred by the Beneficiary PROVIDED THAT: (a) Each no alterations in the terms of or termination of or under the Contract or in the extent or nature of the Subsidiary Guarantors hereby, jointly Works and severally, unconditionally and irrevocably, guarantees to no neglect or forbearance on the Administrative Agent, for the ratable benefit part of the Lenders and their respective successors, indorsees, transferees and assigns, Beneficiary in endeavouring to enforce the prompt and complete payment and performance of observance of the said obligations or any extra time allowed in respect thereof or any compromise or arrangements made by the Borrower when due and by Beneficiary with the Foreign Subsidiary Borrowers when due Contractor (whether at with or without the stated maturity, by acceleration Guarantor’s consent) shall release or otherwise) of exonerate the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein Guarantor or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting way prejudice the rights and remedies of the Administrative Agent Beneficiary under this clause; and (b) the Guarantor’s liability in respect of this guarantee will not be greater than the liability of the Contractor under this Deed in either extent or any Lender hereunderduration. (d) 6.2 The guarantee contained in Guarantor covenants with the Beneficiary that if the Contractor goes into liquidation and the liquidator shall disclaim the Contract or this Section 2 Deed the liability of the Guarantor hereunder shall remain in full force and effect until all as if such disclaimer had not occurred. 6.3 For the Borrower Obligations benefit of the Beneficiary and the Foreign Subsidiary Obligations and Contractor, the obligations of each Subsidiary Guarantor under waives any right or remedy that it has or may have to subrogation, indemnification or payment on any other basis by the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations Contractor and any Foreign Subsidiary Borrower Obligations, respectively. other remedy against the Contractor (eeach a “Relevant Right”) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction reason of or in payment connection with the performance of the Borrower Obligations Guarantor’s obligations under this Warranty in circumstances where the Contractor promotes, enters into, or implements a voluntary arrangement (as defined in section 1(1) of the Insolvency ▇▇▇ ▇▇▇▇ or equivalent legislation in another jurisdiction (as the case may be)) or formal scheme of arrangement (under Part 26 of the Companies ▇▇▇ ▇▇▇▇ or equivalent legislation in another jurisdiction (as the case may be)). Damages shall not be an adequate remedy for the Employer or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor Contractor in respect of a breach of this clause and the Borrower Obligations parties shall consent to any application brought by the Employer or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable Contractor for the Borrower Obligations (as reduced by injunctive relief to prevent any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedRelevant Right being enforced.]

Guarantee. (a) Each 9.1 In consideration of the Subsidiary Guarantors herebyLender giving loan to the Borrower/s under this Agreement as well as under the Existing Agreement and at the request of the Borrower/s, jointly the Guarantor hereby guarantees repayment I the said loan together with all costs, charges and severally, unconditionally expenses payable hereunder and irrevocably, under Existing Agreement and agrees that his obligation shall be concurred with those of the Borrower/s in all respects as if he himself was the Borrower/s and hereby guarantees to the Administrative Agent, for Lender: a) The regular and punctual payment of all sums due under this Agreement and under the ratable benefit Existing Agreement and the due performance and observance by the Borrower/s of the Lenders terms and their respective successors, indorsees, transferees and assigns, conditions of this Agreement as well as under Existing Agreement; CG b) To pay to the prompt and complete payment and performance by the Borrower when Lender all monies becoming due and by payable to the Foreign Subsidiary Borrowers when due (whether at Lender under this Agreement as well as under the stated maturity, by acceleration or otherwiseExisting Agreement; c) The liability of the Borrower Obligations guarantor in respect of the sums due and payable under this Agreement as well as under the Existing Agreement shall be joint and coextensive with that of the Borrower/s 9.2 THE GUARANTOR HEREBY DECLARES a) that the Lender shall be liberty to ▇▇▇ the Borrower/s and the Foreign Subsidiary Borrower ObligationsGuarantor jointly and/ or severally of shall be entitled to proceed against the Guarantor as if the guarantor is the principal debtor; b) that he/they shall have no claim against the Borrower/s and any other benefits to which sureties may otherwise be entitled. (bc) Anything herein that the neglect or forbearance of the Lender in enforcing payment of any monies due under this Agreement or under the Existing Agreement of any other indulgence shown to the Borrower/s shall not release the Borrower/s or the Guarantor from the several obligations under this Agreement or in any other Loan Document to way hereunder or under Existing Agreement and shall not in any way affect the contrary notwithstanding, rights of the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall Lender in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).respect thereof; G (cd) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee indemnities/ guarantees contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 herein shall remain in full force and effect until all for the Borrower Obligations entire period of this Agreement as well as the Existing Agreement and shall survive the Foreign Subsidiary Obligations and the obligations termination of each Subsidiary Guarantor under the guarantee contained this Agreement as well as that of Existing Agreement in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time so far as they relate to time events which occurred during the term period of the Credit aforesaid Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from or any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively.renewals hereof; (e) No payment made by not to assign, transfer, revoke, cancel, alter, modify or withdraw this guarantee without the Borrower, any Foreign Subsidiary Borrower, any prior written consent of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedLender.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (ai) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Lender Parties and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign (other than, with respect to any Subsidiary Borrower ObligationsGuarantor, any Excluded Swap Obligations of such Subsidiary Guarantor). (bii) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder under this Section 10.1 and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor is permitted under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.210.2). (ciii) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 10 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (div) The guarantee contained in this Section 2 10 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 10 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrower and the Foreign Subsidiary Borrowers Loan Parties may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (ev) No payment made by the Borrower, any Foreign Subsidiary BorrowerLoan Party, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Party from the Borrower, any Foreign Subsidiary BorrowerLoan Party, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Agent for the ratable benefit of the Lenders Secured Parties and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower all Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, cash (other than contingent or indemnification obligations for which no Letter of Credit shall be outstanding claim has been made) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and Obligations; provided that any Foreign Subsidiary Borrower Obligations, respectivelyGuarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. (ec) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Agent, any Lender or any Lender other Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, cash (other than contingent or indemnification obligations for which no Letter of Credit shall be outstanding claim has been made) and the Commitments are terminated, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. Notwithstanding the foregoing, in no event shall the Guarantors be liable for payment of any amount in excess of the then outstanding Borrower Obligations and, without duplication, Guarantor Obligations.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for its benefit and the ratable benefit of the Lenders other Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations Obligations. It is the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and the Foreign Subsidiary Borrower Obligationsnot a guaranty of collection. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors law, including applicable Debtor Relief Laws (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and total amount of the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until the earlier to occur of (i) the date of the satisfaction of the Termination Conditions or (ii) as to any Guarantor, the sale or other disposition of all of the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations Capital Stock of each Subsidiary such Guarantor permitted under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyAgreement. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender other Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for each of the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations earlier to occur of (i) the date of the satisfaction of the Termination Conditions or (ii) the sale or other disposition of all of the Capital Stock of such Guarantor permitted under the Credit Agreement. (f) The guarantee contained in this Section 2 is a primary and original obligation of each Guarantor, is not merely the Foreign Subsidiary Borrower Obligations are paid creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedconditions.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Tranche A Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Tranche A Obligations. (b) Anything herein or in any other Loan Fundamental Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Fundamental Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Tranche A Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Tranche A Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Tranche A Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Tranche A Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Tranche A Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Tranche A Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Tranche A Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Tranche A Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Tranche A Obligations), remain liable for the Borrower Tranche A Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Tranche A Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Tranche A Commitments are terminated.

Guarantee. (a) Each Subject to the provisions of Section 3, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Creditors and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein Each Guarantor further agrees to pay or in any other Loan Document to reimburse Administrative Agent and each of the contrary notwithstandingCreditors for all their respective reasonable costs and expenses (including, without limitation, the maximum liability fees and disbursements of each Subsidiary Guarantor hereunder any counsel to Administrative Agent and any of the Creditors) which may be paid or incurred by any of such Persons in enforcing or preserving any rights under this Guaranty Agreement, including, without limitation, any rights with respect to, or collecting, any or all of the other Loan Documents shall in no event exceed the amount which can be guaranteed by Obligations and/or enforcing any rights with respect to, or collecting against, such Subsidiary Guarantor under applicable federal this Guaranty Agreement. With respect to each Guarantor, this Guaranty Agreement shall remain in full force and state laws relating effect until the earlier to occur of (i) the insolvency Release Date, and (ii) the release of debtors this Guaranty Agreement as to such Guarantor in accordance with Section 2(f) (after giving effect to the right of contribution established in Section 2.2“Guaranty Termination Date”). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guaranty Agreement or affecting the rights and remedies of the Administrative Agent or any Lender Creditor hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Creditor from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )Obligations, remain liable for the Borrower Obligations outstanding until the Guaranty Termination Date, subject to Section 3 below. (as reduced by e) Each Guarantor agrees that all payments under this Guaranty Agreement shall be made to Administrative Agent for the benefit of Creditors. Notwithstanding the preceding sentence if, at any time any Guarantor shall make any payment to any Creditor on account of its liability hereunder, it will notify Administrative Agent in writing that such payment is made under this Guaranty Agreement for such purpose and promptly forward such payment, together with any necessary endorsement, to Administrative Agent. (f) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit The Guaranty Agreement shall be outstanding and released as to a specific Guarantor in accordance with the Commitments are terminatedterms of Section 9.10(b) of the Credit Agreement.

Guarantee. 1. The Guarantor unconditionally guarantees and covenants with the Trustee that the Company (ahereinafter the Company is sometimes referred to as the "Debtor") Each will duly and punctually pay or cause to be paid to the Bondholders the principal amount of the Subsidiary Guarantors herebyBonds, jointly interest thereon and severallyall other amounts owing thereunder, unconditionally and irrevocably, guarantees to as may become payable in accordance with the Administrative Agent, for the ratable benefit provisions of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether Trust Deed at the stated maturitydates, by acceleration or otherwise) of in the Borrower Obligations currencies and in the Foreign Subsidiary Borrower Obligations. (b) Anything herein or manner mentioned in any the Trust Deed and in such Bonds and will pay all other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and moneys from time to time exceed owing under the amount Trust Deed in accordance with the terms thereof and will perform and carry out all other obligations of the liability of such Subsidiary Debtor therein contained. The Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations Trustee acknowledge and agree that the obligations of each Subsidiary the Guarantor under this Guarantee are in addition to the guarantee contained in this Section 2 shall have been satisfied by obligations the Guarantor has assumed directly under the Trust Deed including, without limitation, with respect to the payment in full in cash, no Letter of Credit the Bonds. 2. The obligations of the Guarantor hereunder are and shall be outstanding absolute and unconditional and any moneys or amounts expressed to be owing or payable by the Guarantor hereunder which may not be recoverable from the Guarantor on the basis of a guarantee shall be recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof. 3. The Guarantor hereby acknowledges that it is a party to the Trust Deed, it has received communication of the terms of the Trust Deed and of all the provisions therein contained and consents and approves of the same and this Guarantee and the Commitments agreements of the Guarantor herein contained and provided for shall take effect and shall be terminated, and are hereby declared to be binding upon the Guarantor notwithstanding any defect in or omission from the Trust Deed or any instrument comprising the same or any non-registration or non-filing or defect of registration or filing or by reason of any defect in the issuance of any Bond or by reason of the failure of the security for the Bonds intended to be created by the Trust Deed or pursuant thereto. 4. It is hereby agreed and declared that the obligation of the Guarantor hereunder shall extend (without any further act or formality) to all Bonds which may from time to time during be issued and outstanding under the term Trust Deed, whether heretofore or hereafter issued. 5. The obligation of the Credit Agreement the Borrower Guarantor thereunder shall be a continuing obligation and the Foreign Subsidiary Borrowers may a fresh cause of action hereunder shall be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made deemed to arise in respect of each default by the BorrowerDebtor. In the event of such a default, the Trustee or any Foreign Subsidiary BorrowerBondholder as permitted hereunder, any as the case may be, shall have the right to proceed first and directly against the Guarantor without proceeding against the Debtor or either of them, as the Subsidiary Guarantorscase may be, any other guarantor or any other Person or received entity or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, exhausting any other guarantor remedies which it or they may have, and without resorting to any other Person security held by virtue of any action it or proceeding or any set-off or appropriation or application at any time or them. The Guarantor agrees with the Trustee that it will from time to time deliver to the Trustee suitable acknowledgements of its continued liability hereunder and under the Guarantee Security to which it is a party and any other instrument or instruments in reduction such form as Counsel may advise and as will prevent any action brought against it in respect of any default hereunder or under such Guarantee Security or the covenants therein contained being barred by an statute of limitations now or hereafter in payment force in the Province of Ontario or elsewhere, and in the event of the Borrower Obligations failure of the Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and agent of the Guarantor to make, execute and deliver such written acknowledgement or acknowledgements or other instruments as may from time to time become necessary or advisable, in the Foreign Subsidiary Borrower Obligations shall be deemed judgment of the Trustee on the advice of Counsel, to modify, reduce, release or otherwise affect fully maintain and keep in force the liability of any Subsidiary the Guarantor hereunder which shalland under such Guarantee Security. 6. The Guarantor agrees that if at any time any part of any payment guaranteed hereunder received by the Trustee or the Bondholders is or must be rescinded or returned to the Debtor, notwithstanding for any reason whatsoever (including without limitation, the insolvency, bankruptcy or reorganization of the Debtor), the guarantee constituted by this agreement shall be reinstated with respect to such payment (other than any so rescinded or returned as though such payment made had never been received by such Subsidiary Guarantor in respect the Trustee or the Bondholders. If demand for, or acceleration of the Borrower Obligations time for, payment by the Debtor of any obligation guaranteed hereunder is stayed upon the insolvency, bankruptcy or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect reorganization of the Borrower Obligations Debtor all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless by payable be the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (Guarantor as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedprovided herein.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders Lender and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein The Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Lender in enforcing, or obtaining advice of counsel in respect of, any other Loan Document to rights with respect to, or collecting, any or all of the contrary notwithstandingObligations and/or enforcing any rights with respect to, or collecting against, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)this Guarantee. (c) Each Subsidiary The Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )Obligations, remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are indefeasibly paid in full full. (e) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Lender on account of its liability hereunder, it will notify the Lender in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedwriting that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Security Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Security Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments Loan Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Security Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are Loan Commitment is terminated.

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

Guarantee. (a) Each In the event that the Tenant assigns this Lease or sublets all or part of the Subsidiary Guarantors herebyLeased Premises during the initial term with the consent of the Landlord, jointly in consideration of the premises and severallyother valuable consideration, the receipt whereof and the sufficiency whereof is hereby acknowledged by the Tenant, the Tenant as Guarantor does hereby unconditionally guarantee all obligations of the then Tenant under this Lease and irrevocablyaccordingly covenants with the Tenant that all the covenants, guarantees agreements and other obligations of the then Tenant herein shall be fully performed, the guarantee being upon the following terms: (i) The liability of the Guarantor to the Administrative AgentLandlord is for all purposes as if the Guarantor was primary obligor herein, and not only sureties for the ratable obligations of the then Tenant, and the Landlord is not obliged to resort to or exhaust any recourse which it has against the then Tenant or any other person before being entitled to claim against the Guarantor; (ii) Any account settled or stated or any other settlement made between the Tenant and the Landlord, and any determination made pursuant to the provisions of this Lease which is expressed to be binding upon the then Tenant is binding upon the Guarantor; (iii) The Guarantor shall make payment to the Landlord of any amount properly payable by the then Tenant to the Landlord but unpaid upon demand, and shall upon demand perform any other obligations under this Lease which the then Tenant has failed to perform, and any demand made by the Landlord upon the Guarantor is deemed to have been effectually made if notice thereof is sent as provided in paragraph 4.07; (iv) No assignment of the Lease, sublease or any other dealings therewith by the then Tenant, whether with or without the consent of the Landlord, affects the guarantee; (v) Nothing except the performance in full of all the obligations of the then Tenant under this Lease throughout the Term shall, except as provided in paragraph 1.11(c), discharge the Guarantor of this guarantee; (vi) If during the Term the then Tenant makes an assignment for the general benefit of its creditors, or an order is made for the Lenders winding up of the then Tenant, or a receiving order in bankruptcy is made by or against the Landlord, and their respective successorsthe assignee, indorsees, transferees and assignsliquidator or trustee surrenders possession of the Premises or any part of them or disclaims the lease, the prompt and complete payment and performance by Guarantor shall forthwith upon the Borrower when due and by demand of the Foreign Subsidiary Borrowers when due (whether Landlord at the stated maturityGuarantor’s expense, by acceleration or otherwise) accept from the Tenant a lease of the Borrower Obligations and Premises (the Foreign Subsidiary Borrower Obligations. (b“New Lease”) Anything herein or for a period equal in any other Loan Document duration to the contrary notwithstanding, residue of the maximum liability term remaining unexpired from the date of each Subsidiary Guarantor hereunder surrender or disclaimer at the same Minimum Rent and under Additional Rent and with the other Loan Documents shall same covenants and provisos as are reserved and contained in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)Lease. (c) Each Subsidiary Guarantor agrees that This guarantee and all the Borrower Obligations liabilities and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount obligations of the liability of such Subsidiary Guarantor hereunder without impairing shall forthwith cease and terminate upon the guarantee contained in this Section 2 or affecting the rights and remedies completion of the Administrative Agent Initial or any Lender hereunderRenewal Term. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations(other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Subject to Section 2(b), each Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each 5.1 In consideration of the Subsidiary Guarantors herebySellers entering into this Agreement, jointly and severally, unconditionally and irrevocably, TMW guarantees to Sellers the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and punctual performance and observance by the Foreign Subsidiary Borrowers when due Buyer and MSP of all their obligations, commitments, undertakings, warranties and covenants under or pursuant to this Agreement. The liability of TMW under this Article 5.1 shall not be released or diminished by any variation of terms (whether at the stated maturity, by acceleration of this Agreement or otherwise) or by Sellers’ failure or delay in seeking performance of the Borrower Obligations and the Foreign Subsidiary Borrower ObligationsBuyer’s and/or MSP’ obligations hereby imposed or any granting of time for such performance. 5.2 If Buyer and/or MSP default in the performance of any obligation or liability arising under or pursuant to this Agreement, TMW shall perform (bor procure performance of) Anything herein and satisfy (or in procure the satisfaction of) such obligation or liability so as to ensure Sellers receive the full benefit of this Agreement. TMW waives any other Loan Document rights which it may have to require Sellers to proceed first against or claim payment from Buyer and/or MSP to the contrary notwithstandingintent that TMW shall be liable as principal obligor as if it has entered all undertakings, agreements and other obligations jointly and severally with Buyer and/or MSP. 5.3 This guarantee is a continuing security to Sellers for all Buyer’s and/or MSP’s obligations, commitments, warranties, undertakings, indemnities and covenants pursuant to this Agreement and shall not be satisfied, discharged or affected by a change in the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to constitution or control of, or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)or winding-up or analogous proceeding relating to, Buyer and/or MSP. (c) Each Subsidiary Guarantor 5.4 TMW agrees that any obligation expressed to be undertaken by Buyer and/or MSP under this Agreement which may not be enforceable against or recoverable from the Borrower Obligations and Buyer or MSP by reason of any legal limitation, disability or incapacity shall nevertheless be enforceable against or recoverable from TMW as though the Foreign Subsidiary Borrower Obligations may at same has been incurred by TMW. 5.5 TMW’s liability under Article 5.1 shall not be affected by any time and from time arrangements which Sellers make with the Buyer and/or MSP or with another person which (but for this Article 5.5) might operate to time exceed the amount of diminish or discharge the liability of such Subsidiary Guarantor hereunder or otherwise provide a defence to a surety. 5.6 This guarantee is in addition to and without impairing prejudice to and not in substitution for any rights or security which Sellers may now or in the guarantee contained in this Section 2 or affecting future have for the rights performance and remedies observance of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force obligations, commitments, undertakings, covenants, indemnities and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations warranties of each Subsidiary Guarantor Buyer and/or MSP under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedconnection with this Agreement.

Guarantee. (a) Each of the Subsidiary Guarantors herebyThe CME Guarantor hereby unconditionally, jointly irrevocably and severally, unconditionally and irrevocably, absolutely guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) This Guarantee shall remain in full force and effect until all amounts owing to the Administrative Agent and the Lenders by Borrower on account of the Obligations are paid in full and the Lenders’ commitments, if any, to make Loans under the Credit Agreement are terminated. (c) The CME Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (d) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Subsidiary the CME Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the CME Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelydebtors. (e) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor CME Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrowerthe CME Guarantor, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the CME Guarantor hereunder which who shall, notwithstanding any such payment or payments (other than any payment payments made by such Subsidiary the CME Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary the CME Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the CME Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments Lenders’ commitments, if any, to make Loans under the Credit Agreement are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Lenders Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Lender Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, The Parent Borrower hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and Subsidiary Obligations. As used in this Article IX, the Foreign Subsidiary Borrower Obligationsterm “Lenders” includes affiliates of Lenders which are parties to any Specified Cash Management Agreements or Specified Swap Agreements. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor The Parent Borrower agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor the Parent Borrower hereunder that would exist in the absence of this Article IX without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Guarantee the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (ed) No payment made by the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor the Parent Borrower hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor the Parent Borrower in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor the Parent Borrower in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Subsidiary Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each The Guarantor in consideration of ▇▇▇▇▇▇▇ Fuel having entered into this agreement at the Guarantor’s request: (i) guarantees that the Customer will perform all its obligations under this agreement for the Term and during any period of overholding after the end of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees Term; (ii) must pay on demand any amount which ▇▇▇▇▇▇▇ Fuels is entitled to recover from the Administrative Agent, for the ratable benefit Customer under this agreement whether in respect of the Lenders term or any period of overholding; and (iii) indemnifies ▇▇▇▇▇▇▇ Fuels against all loss resulting from ▇▇▇▇▇▇▇ Fuels having entered into this agreement whether from the Customer’s failure to perform its obligations under it or from this agreement being or becoming unenforceable against the Customer and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) in respect of the Borrower Obligations and the Foreign Subsidiary Borrower Obligationsterm or any period of overholding. (b) Anything herein The liability of the Guarantor will not be affected by: (i) ▇▇▇▇▇▇▇ Fuels granting the Customer or in a Guarantor time or any other Loan Document indulgence, or agreeing not to ▇▇▇ the contrary notwithstanding, Customer or another Guarantor; (ii) failure by any Guarantor to sign this document; or (iii) transfer of the maximum liability freehold of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)Premises. (c) Each Subsidiary The Guarantor agrees that that: (i) ▇▇▇▇▇▇▇ Fuels may retain all money received including dividends from the Borrower Obligations Customer’s bankrupt estate, and need allow the Foreign Subsidiary Borrower Obligations may at any time and from time Guarantor a reduction in its liability under this guarantee only to time exceed the extent of the amount received; (ii) the Guarantor must not seek to recover money from the Customer to reimburse the Guarantor for payments made to ▇▇▇▇▇▇▇ Fuels until ▇▇▇▇▇▇▇ Fuels has been paid in full; (iii) the Guarantor must not prove in the bankruptcy or winding up of the liability of such Subsidiary Customer for any amount which ▇▇▇▇▇▇▇ Fuels has demanded from the Guarantor; and (iv) the Guarantor hereunder without impairing must pay ▇▇▇▇▇▇▇ Fuels all money which ▇▇▇▇▇▇▇ Fuels refunds to the guarantee contained Customer’s liquidator or trustee in this Section 2 or affecting bankruptcy as preferential payments received from the rights and remedies of the Administrative Agent or any Lender hereunderCustomer. (d) The guarantee contained in If any of the Customer’s obligations are unenforceable against the Customer, then this Section 2 shall remain in full force and effect until all the Borrower Obligations clause is to operate as a separate indemnity and the Foreign Subsidiary Obligations and Guarantor indemnifies ▇▇▇▇▇▇▇ Fuels against all Liability resulting from ▇▇▇▇▇▇▇ Fuels inability to enforce performance of those obligations. The Guarantor must pay ▇▇▇▇▇▇▇ Fuels the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term amount of the Credit Agreement loss resulting from the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyunenforceability. (e) No payment made by the BorrowerIf there is more than one Guarantor, this guarantee binds them separately, together and in any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedcombination.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and owed to the Foreign Subsidiary Borrower ObligationsSecured Parties. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by such Subsidiary Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors (after giving effect debtors; provided that, to the right maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution established of each Guarantor provided in Section 2.2)Subsection 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder. (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until the earliest to occur of (i) the first date on which all of the Loans, any Reimbursement Obligations and all other Borrower Obligations then due and the Foreign Subsidiary Obligations owing, and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively(ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement and (iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced guaranteed by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), it hereunder up to the maximum liability of such Subsidiary Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, and all other Borrower Obligations then due and the Foreign Subsidiary Borrower Obligations owing are paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments are terminated, (ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement and (iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary. (f) Notwithstanding anything herein or in any other Loan Document to the contrary, including Subsection 2.6 hereof, (i) the obligations of Holdings under this Agreement, including in respect of its Guarantor Obligations, are expressly limited recourse obligations of Holdings, and such obligations shall be payable solely from, limited to, and shall in no event exceed, Holdings’ Pledged Collateral, and (ii) upon the collection, sale or disposition of, or other realization upon, all of Holdings’ Pledged Collateral by or on behalf of the Collateral Agent or any Secured Party, whether pursuant to Section 6 of this Agreement or otherwise, the obligations of Holdings under this Agreement, including in respect of its Guarantor Obligations, shall be irrevocably and indefeasibly terminated and shall not be subject to reinstatement under any circumstance.

Guarantee. (a) Each of the Subsidiary Guarantors herebyThe Guarantor, jointly hereby subsidiary and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentBeneficiary the full, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt due and complete payment of any and performance by all amounts that XYZ shall owe the Borrower when Beneficiary under the Contract, as well as the due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) timely performance of the Borrower Obligations any and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability all obligations of each Subsidiary Guarantor hereunder and XYZ under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating Contract up to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability XXXXXX (XXXXX) millions of such Subsidiary Guarantor hereunder without impairing the dollars. This Guarantee is a guarantee contained in this Section 2 or affecting the rights of payment and remedies performance and not merely a guarantee of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 collection and shall remain in full force and effect until all obligations of XYZ guaranteed hereunder have been paid or performed in their entirety, subject to article 2 of this Guarantee. (b) The guarantee of payment and performance provided in this Guarantee is a continuing and absolute guarantee and shall apply to all obligations under the Borrower Obligations and Contract as they arise. Without limiting the Foreign Subsidiary Obligations and generality of the foregoing, the guarantee of the Guarantor shall not be released, discharged or otherwise affected by: (i) any changes in the name, authorized activities, legal existence, structure, personnel or direct or indirect ownership of XYZ, (ii) the insolvency, bankruptcy, reorganization or any other similar proceeding affecting XYZ or its respective assets, or (iii) any other act or omission or delay of any kind by XYZ, the Beneficiary or any other Person. The guarantee shall specifically cover the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied Contract and by payment in full in cash, no Letter of Credit reason shall be outstanding executed for those derived from any non-contractual liability to which shall apply the Applicable Law regardless the content of the Contract and the Commitments shall Guarantee. (c) To the extent permitted by the Applicable Laws, the Guarantor agrees that, without notice and without requiring any confirmation, consent or additional guarantee on its part, the obligations of XYZ guaranteed hereunder may be terminated, notwithstanding that from time to time during time, pursuant to the term Contract, be renewed, extended, increased, accelerated, modified, amended, settled, waived, released or rescinded, all of the Credit Agreement foregoing without impairing or affecting in any way the Borrower and obligation of the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyGuarantor in accordance with this Guarantee. (ed) No payment made This Guarantee constitutes the Beneficiary will related to the fact that the Contractor guaranteed by the BorrowerGuarantor, any Foreign Subsidiary Borrower, any complied with the requirements described in section (c) of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any Article 17.2 of this Contract at full satisfaction of the Subsidiary Guarantors, any other guarantor or any other Person by virtue Beneficiary and selected to determine the guarantee amount in accordance with section (a) of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedthis Article.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder under this Section 10.01 and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor is permitted under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Article X or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 Article X shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 Article X shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (other than contingent reimbursement and indemnification obligations not yet accrued and payable) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding (other than contingent reimbursement and indemnification obligations not yet accrued and payable) and the Commitments are terminated.

Guarantee. (a) Each of The Parent hereby guarantees that, at the Subsidiary Guarantors herebyClosing, jointly and severally, unconditionally and irrevocably, the Purchaser will have the funds available to pay the Purchase Price. The Parent hereby further guarantees to the Administrative AgentSeller the payment and performance, for the ratable benefit when due, of the Lenders liabilities and their respective successorsobligations of the Purchaser (including any assignee of the Purchaser permitted under Section 12.4 hereof) to the Seller hereunder, indorseesin accordance with the terms of this Agreement and pursuant to all amendments, transferees supplements, renewals and assigns, restatements of the prompt and complete payment and performance Agreement (the "Obligations"); provided that the enforcement by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) Seller of the Borrower Obligations and guarantee against the Foreign Subsidiary Borrower ObligationsParent shall be subject to the terms of this Section 12.14. (b) Anything herein If the Purchaser (including any assignee of the Purchaser permitted under Section 12.4 hereof) fails to pay or perform any Obligations for which it is liable, when and as the same shall become due and payable or performable (whether by acceleration or otherwise), the Seller shall make written demand on the Purchaser for the payment or performance of such Obligations, as the case may be, and if the Seller is unable to obtain such payment or performance from the Purchaser, as the case may be, and such Obligations are not in dispute between the Seller and the Purchaser, then after thirty (30) days from the date of the written demand, the Seller may make written demand on the Parent for such non-disputed Obligations. In the event any other Loan Document Obligation is in dispute between the Seller and the Purchaser, the Seller and the Purchaser must have fully resolved such dispute either by the agreement of the Seller or the Purchaser or pursuant to final resolution of the dispute through litigation or arbitration before the Seller shall be entitled to make written demand on the Parent pursuant to this Section 12.14. Subject to the contrary notwithstandingpreceding sentence, in the event that the Seller makes a demand on the Parent for an Obligation that is the subject of a dispute between the Seller and the Purchaser, the maximum liability of each Subsidiary Guarantor hereunder and Parent shall have no obligation under this Agreement to pay or perform, as the other Loan Documents shall in no event exceed the amount which can be guaranteed by case may be, such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)Obligation. (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained Nothing in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability guarantee any obligation of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (Purchaser other than any payment made by such Subsidiary Guarantor as specifically stated in respect the first sentence of Section 12.14(a) above and other than the Borrower Purchaser's Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability Seller and arising out of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedthis Agreement.

Guarantee. (a) Each of the Subsidiary Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 Guarantee shall have been satisfied by payment in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Lender and their its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunderLender. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedfull.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower when due and by the Foreign Subsidiary Borrowers Seller when due (whether at the stated maturity, by acceleration or otherwise) ), as the case may be, and agrees to indemnify and hold harmless Buyer from any and all claims, damages, losses, liabilities, costs and expenses that may be incurred by or asserted or awarded against Buyer, in each case relating to or arising out of the Borrower Obligations and Obligations, as the Foreign Subsidiary Borrower Obligationscase may be. (b) Anything herein or in any other Loan Document Subject to the contrary notwithstandingclauses (c) and (d) below, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Repurchase Documents shall in no event exceed twenty-five percent (25%) of the amount which can be guaranteed by such Subsidiary Guarantor then-current aggregate outstanding Repurchase Price due and payable from Seller to Buyer under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)Repurchase Agreement. (c) Each Subsidiary Guarantor agrees that Notwithstanding the Borrower Obligations foregoing, the limitation on recourse liability as set forth in subsection (b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect and the Foreign Subsidiary Borrower Obligations may at immediately shall become fully recourse to Seller and Guarantor, jointly and severally, in the event of any time and from time to time exceed the amount of the liability following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller under the Bankruptcy Code or any similar federal or state law; and (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies any of the Administrative Agent foregoing has or have colluded in any Lender hereunderway with the creditors commencing or filing such proceeding. (d) The guarantee Notwithstanding the foregoing, the limitation on recourse liability as set forth in subsection (b) above shall not be applicable to, and Guarantor shall be fully liable for, any and all actual losses, costs, claims, damages or other liabilities incurred or suffered by Buyer to the extent resulting from any of the following: (i) fraud or intentional misrepresentation by Seller, Guarantor or any other Affiliate of Seller or Guarantor in connection with the execution and the delivery of this Guarantee, the Repurchase Agreement, or any of the other Repurchase Documents, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (ii) any material breach of the separateness covenants contained in the Repurchase Agreement; and (iii) any material breach of any representations and warranties contained in any Repurchase Document including but not limited to any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting Seller’s or any of its Affiliates’ properties or any of the Purchased Assets. (e) Nothing herein shall be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the outstanding obligations under the Repurchase Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to the Buyer in accordance with the Repurchase Agreement or any other Repurchase Documents. (f) Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, all reasonable fees and disbursements of external counsel) which may be paid or incurred by Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Section 2 Guarantee. This Guarantee shall remain in full force and effect until all the Borrower Obligations are fully satisfied and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained paid in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers prior thereto Seller may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (eg) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any Lender Buyer from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )payments, remain liable for the Borrower amount of the Obligations (as reduced by any such payment) and subject to the Foreign Subsidiary Borrower Obligations (as reduced by any such paymentlimitations set forth in Section 2(b), up to the maximum liability of such Subsidiary Guarantor hereunder if applicable) until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full full. (h) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability hereunder, Guarantor will notify Buyer in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedwriting that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each Subject to the provisions of Section 2(b), each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Collateral Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration required prepayment, acceleration, demand or otherwise) of the Borrower Obligations and of anyone other than such Guarantor (including amounts that would become due but for operation of the Foreign Subsidiary Borrower Obligationsautomatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which that can be guaranteed by such Subsidiary Guarantor under the Bankruptcy Code or any applicable federal and state laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent , the Administrative Agent or any Lender other Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )Obligations, remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and under the Foreign Subsidiary Borrower Obligations Credit Documents are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments thereunder are terminated. (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent or any other Secured Party on account of its li- ability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Agent for its benefit and for the ratable benefit of the Lenders Lender Parties, and their respective successors, permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) . Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.210.02). (c) . Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. (d) . The guarantee contained in this Section 2 10.01 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers any Loan Party may be free from any Borrower Obligations and any Foreign Subsidiary Borrower of the Obligations. Except as provided in Section 10.12, respectively. (e) No no payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter . Notwithstanding any other provision of Credit this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be outstanding deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the Commitments are terminatedprovisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each 27.1 In consideration of the Subsidiary Guarantors herebySellers entering into this Agreement, jointly and severally, the Guarantor unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentSellers, for as a continuing independent and primary obligation and as principal debtor obligation, that the ratable benefit of Buyer will comply, in a timely manner, with its obligations, commitments, undertakings and warranties under or pursuant to this Agreement and all other Transaction Documents (to which the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2Buyer is a party). 27.2 The Guarantor’s liability under this Clause 27 shall not be discharged, affected, reduced, released or impaired by: 27.2.1 any amendment, variation or assignment of this Agreement or any other Transaction Document (cto which the Buyer is a party) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at or any time and from time to time exceed the amount waiver of any of the liability terms of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent Agreement or any Lender hereunder.other Transaction Document (to which the Buyer is a party); (d) The guarantee contained 27.2.2 any forbearance, neglect or delay in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and seeking performance of the obligations of each Subsidiary Guarantor the Buyer under the guarantee contained in or pursuant to this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligationsother Transaction Document; 27.2.3 any release of, respectively.or granting of time or other indulgence to, the Buyer or any third party; (e) No payment made by 27.2.4 the Borrowerillegality, invalidity or unenforceability of, or any defect in, any Foreign Subsidiary Borrower, any provision of the Subsidiary Guarantors, any other guarantor this Agreement or any other Person Transaction Document or received or collected by the Administrative Agent or any Lender from obligations of the Borrower, any Foreign Subsidiary Borrower, Buyer under any of them; 27.2.5 any winding-up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate authority of the Subsidiary Guarantors, Buyer; and 27.2.6 any other guarantor fact or any other Person by virtue of any action event which would or proceeding or any set-off or appropriation or application at any time or from time may operate to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modifyimpair, affect, reduce, release or otherwise affect discharge the liability Guarantor’s liability. 27.3 If and whenever the Buyer defaults for any reason whatsoever in the performance of any Subsidiary of its obligations under this Agreement or any other Transaction Document, the Guarantor hereunder which shall, notwithstanding any such payment shall forthwith upon demand unconditionally perform (other than any payment made by such Subsidiary Guarantor in respect or procure the performance of) and satisfy (or procure the satisfaction of) the obligations of the Borrower Obligations or Buyer in regard to which such default has been made in the Foreign Subsidiary Borrower Obligations manner prescribed by this Agreement or any payment other Transaction Document, and so that the same benefits shall be conferred on the Sellers as they would have received or collected from such Subsidiary Guarantor in respect if the obligations of the Borrower Obligations Buyer had been duly performed and satisfied by the Buyer. 27.4 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until the obligations of the Buyer under this Agreement or any other Transaction Document (to which the Foreign Subsidiary Borrower Obligations ), remain liable Buyer is a party) shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Sellers may now or hereafter have or hold for the Borrower Obligations (as reduced by performance and observance of the obligations of the Buyer under this Agreement or any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedother Transaction Document.

Guarantee. 10.1 The Guarantor, as primary obligor, hereby unconditionally and irrevocably: (a) Each guarantees by way of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees continuing guarantee to the Administrative Agent, for Seller the ratable benefit of the Lenders due and their respective successors, indorsees, transferees punctual performance and assigns, the prompt and complete payment and performance observance by the Borrower when due Buyer of all its obligations under or pursuant to this Agreement and by each other Transaction Document (the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower “Buyer’s Guaranteed Obligations.”); (b) Anything herein agrees that if and each time that the Buyer defaults for any reason whatsoever in the performance of any of the Buyer’s Guaranteed Obligations, the Guarantor shall on demand as principal debtor and primary obligor (without requiring the Seller to first take steps against the Buyer or in any other Loan person), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Buyer’s Guaranteed Obligations in respect of which such default has occurred, in the manner prescribed under this Agreement or any other Transaction Document to so that the contrary notwithstanding, same benefits would be conferred on the maximum liability of each Subsidiary Guarantor hereunder Seller as if the Buyer’s Guaranteed Obligations have been duly performed and under satisfied by the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).Buyer; and (c) Each Subsidiary Guarantor agrees that this guarantee is in addition to and without prejudice to and is not in substitution for any rights which the Borrower Obligations Seller may have or hold for the performance and observance of the Foreign Subsidiary Borrower Obligations may at Buyer’s Guaranteed Obligations. 10.2 The Guarantor’s obligations under this Clause shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time and from time to time exceed or indulgence granted to, or composition with, the amount Buyer or any other person; (b) any taking, variation, renewal or release of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent Buyer’s Guaranteed Obligations or any Lender hereunder.right, guarantee, remedy or security from or against the Buyer or any other person; (c) any neglect to perfect or enforce the Agreement, any other Transaction Document or any right, guarantee, remedy or security from or against the Buyer or any other person; or (d) The guarantee contained in any unenforceability or invalidity of the Buyer’s Guaranteed Obligations, so that this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit Clause 10 shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyconstrued as if there were no such unenforceability or invalidity. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. 10.1 The Guarantor guarantees to LUL that the Licensee shall observe and perform the Licensee’s obligations in this Licence and if the Licensor fails to observe and perform any of those obligations, the Guarantor will observe and perform them. 10.2 The Guarantor covenants with LUL as a separate and independent primary obligation to pay all costs, losses and expenses suffered by LUL arising out of or in relation to any failure by the Licensee to observe or perform any of the Licensee’s obligations in this Licence and shall indemnify LUL against any failure of the Guarantor to observe or perform the Guarantor's obligations under this clause 10; 10.3 The liability of the Guarantor under clauses 10.1 and 10.2 of this Licence shall continue until the earlier of (a) Each the expiry of a period of six years from the earlier of (1) the date of expiry of the Subsidiary Guarantors herebyperiod of this Licence or (2) the date of determination of this Licence, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein the date of novation of this Licence to the JV Entity pursuant to clause 12 of this Licence. 10.4 The liability of the Guarantor shall not be affected by: 10.4.1 any time or indulgence granted by LUL to the Licensee; 10.4.2 any delay or forbearance by LUL in enforcing the observance or performance of any of the Licensee’s obligations in this Licence; 10.4.3 LUL exercising any right or remedy against the Licensee for any failure to observe or perform the Licensee’s obligations in this Licence; 10.4.4 any legal limitation or disability on the Licensee or any invalidity or irregularity of any of the Licensee’s obligations in this Licence or any unenforceability of any of them against the Licensee; 10.4.5 the Licensee being dissolved, or being struck off the register of companies or otherwise ceasing to exist; or 10.4.6 by any other act or omission except an express written release of the Guarantor by LUL. 10.5 The liability of the Guarantor under this Deed shall not in any other Loan Document to circumstances be greater than the contrary notwithstanding, liability which the maximum liability of each Subsidiary Guarantor hereunder and would have had if it had been the licensee under the Licence in place of Licensee. 10.6 Any payment or dividend that LUL receives from the Licensee (or its estate) or any other Loan Documents person in connection with any insolvency proceedings or arrangement involving the Licensee shall be taken and applied as a payment in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal gross and state laws relating to the insolvency of debtors (after giving effect to shall not prejudice the right of contribution established in Section 2.2)LUL to recover from the Guarantor to the full extent of the obligations that are the subject of this guarantee. (c) Each Subsidiary 10.7 The following provisions shall apply if the Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time requires to be released from its obligations under clause 10 of this Licence: 10.7.1 the Guarantor shall propose in writing a substitute guarantor (Substitute Guarantor) for approval by LUL; and 10.7.2 the Substitute Guarantor shall enter into a deed of covenant with LUL in the same form or substantially in the form of this Licence and from time in accordance with the following provisions of this clause 10. 10.8 In connection with any such proposal and application for approval, the Guarantor will provide to time exceed LUL such information about the amount Substitute Guarantor as shall reasonably demonstrate that the good standing and repute and the financial standing and resources of the liability Substitute Guarantor are appropriate and sufficient to assume and discharge the obligations (both actual and contingent) on the part of such Subsidiary the Licensee and the Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunderLicence. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, 10.9 If any of the Subsidiary Guarantorsfollowing circumstances applies, either at the date when application for LUL’s approval is made or after that date but before LUL’s approval is given, then LUL may withhold its approval and if after LUL’s approval has been given, but before the said deed of covenant has been entered into, any other guarantor or such circumstances applies then LUL may revoke its approval until and if the circumstances cease to apply. The circumstances are: 10.9.1 that any other Person or received or collected by the Administrative Agent or any Lender sum properly due from the Borrower, any Foreign Subsidiary Borrower, Licensee under this Licence remains unpaid; 10.9.2 that there is a material breach of any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment covenants on the part of the Borrower Obligations Licensee in this Licence; 10.9.3 that in LUL’s reasonable opinion the Substitute Guarantor is a person who does not, or may become a person who does not, satisfy the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release requirements set out in clause 10.8; 10.9.4 that the Substitute Guarantor is an entity registered or otherwise affect resident outside the liability United Kingdom; or 10.9.5 that the Substitute Guarantor enjoys diplomatic or state immunity. 10.10 Subject to LUL having previously approved the identity of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary the Substitute Guarantor in respect accordance with this clause (such approval not to be unreasonably withheld or delayed), the Licensee’s Solicitors shall provide to LUL’s Solicitors three engrossments of the Borrower Obligations or said deed of covenant (having first been approved by LUL) duly executed and delivered in escrow by the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) Licensee and the Foreign Subsidiary Borrower Obligations (as reduced Substitute Guarantor and for execution by any LUL 10.11 The Guarantor’s obligations under this Licence will cease and determine upon completion of such payment), up deed of covenant but such cesser and determination will be without prejudice to the maximum Guarantor’s liability for any antecedent breach of such Subsidiary Guarantor hereunder until obligation by the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedGuarantor.

Guarantee. 7.1 The Original Guarantor hereby irrevocably and unconditionally and on a joint and several basis with each company which becomes an Additional Guarantor from time to time, and notwithstanding the release of any other Guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Guarantor or any Subsidiary of the Issuer or any Guarantor, guarantee to the Trustee: (a) Each the due and punctual payment in accordance with the provisions of these presents of the Subsidiary Guarantors hereby, jointly principal of and severally, unconditionally interest on all Notes and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance any other amounts payable by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations.Issuer under these presents; and (b) Anything herein the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer's part to be performed or in observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document to the contrary notwithstandingamount, the maximum liability of Original Guarantor shall on a joint and several basis with each Subsidiary other company which becomes an Additional Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed cause each and every such payment to be made as if the Original Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer's obligations) to the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer. 7.3 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Original Guarantor and this guarantee shall continue to apply as if such Subsidiary Guarantor hereunder without impairing payment had at all times remained owing by the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations Issuer and the Foreign Subsidiary Obligations Original Guarantor shall indemnify the Trustee and the Noteholders and/or and/or Couponholders (as the case may be) in respect thereof PROVIDED THAT the obligations of each Subsidiary the Issuer and/or the Original Guarantor under this subclause shall, as regards each payment made to the guarantee contained Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. 7.4 The Original Guarantor hereby agrees that its obligations under this clause shall be unconditional and that the Original Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in this Section 2 shall relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the other provisions of these presents have been satisfied modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term or on behalf of the Credit Agreement Noteholders or the Borrower and Couponholders or the Foreign Subsidiary Borrowers may be free from Trustee, whether or not any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment determination has been made by the BorrowerTrustee pursuant to subclause 19.1, whether or not there have been any Foreign Subsidiary Borrowerdealings or transactions between the Issuer, any of the Subsidiary GuarantorsNoteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other guarantor circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a Guarantor. Accordingly the validity of this guarantee shall not be affected by reason of any other Person invalidity, irregularity, illegality or received unenforceability of all or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment obligations of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Issuer under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of any Subsidiary the Original Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced under these presents be affected by any such payment) and act, thing or omission or means whatever whereby its liability would not have been discharged if it had been the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedprincipal debtor.

Guarantee. (ai) Each of the Subsidiary Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, Holder the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (bii) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability All obligations of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal this Section 15 (this “Guarantee”) shall remain in full force and state laws relating effect until the Obligations are paid in full in cash, notwithstanding that from time to time prior thereto the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)Maker may be free from any Obligations. (ciii) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender Holder hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (eiv) No payment or payments made by the BorrowerMaker, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Holder from the BorrowerMaker, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )Obligations, remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations (but excluding reimbursement and the Foreign Subsidiary Borrower Obligations indemnity obligations which survive but are not due and payable) are paid in full full. (v) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Holder on account of its liability hereunder, it will notify the Holder in cashwriting that such payment is made under this Guarantee for such purpose, no Letter provided that such Guarantor’s failure to give such notice shall not affect the validity or effectiveness of Credit shall be outstanding and the Commitments are terminatedsuch payment.

Guarantee. (ai) Each of the Subsidiary Guarantors The Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Purchaser and their its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Company when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations Obligations. The Guarantor’s liability under this Guarantee shall be unlimited, open and the Foreign Subsidiary Borrower Obligationscontinuous for so long as this Guarantee remains in force. (bii) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established set forth in Section 2.22(b)). (ciii) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender Purchaser hereunder. (div) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyfull. (ev) No payment made by the BorrowerCompany, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Purchaser from the BorrowerCompany, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full full. (vi) Notwithstanding anything to the contrary in cashthis Guarantee, no Letter with respect to any defaulted non-monetary Obligations the specific performance of Credit which by the Guarantor is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantor shall only be outstanding and liable for making the Commitments are terminatedPurchaser whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. 7.1 The Guarantor hereby irrevocably and unconditionally guarantees to the Trustee: (a) Each the due and punctual payment in accordance with these presents of the Subsidiary Guarantors hereby, jointly principal of and severally, unconditionally interest (if any) on all Notes issued by STUF and irrevocably, guarantees of any other amounts payable by STUF under these presents in relation to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations such Notes and the Foreign Subsidiary Borrower Obligations.relative Coupons; and (b) Anything herein the due and punctual performance and observance by STUF of each of the other provisions of these presents on its part to be performed or observed in relation to any Notes and Coupons issued by it. 7.2 If STUF fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document amount, the Guarantor shall cause each and every such payment to be made as if the Guarantor instead of STUF were expressed to be the primary obligor of the relevant Note or Coupon and not merely as surety (but without affecting STUF’s obligations) to the contrary notwithstandingintent that the holder thereof shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by STUF. 7.3 If any payment received by the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating Trustee or any Noteholder or Couponholder pursuant to the insolvency provisions of debtors (after giving effect these presents in relation to the right Notes or the Coupons issued by STUF shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of contribution established in Section 2.2). (cSTUF or other such similar event) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at be avoided or set aside for any time and from time to time exceed the amount of reason, such payment shall not be considered as discharging or diminishing the liability of the Guarantor and this guarantee shall continue to apply as if such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until payment had at all the Borrower Obligations times remained owing by STUF and the Foreign Subsidiary Obligations Guarantor shall indemnify the Trustee and the relative Noteholders and/or Couponholders (as the case may be) in respect thereof provided that the obligations of each Subsidiary the Guarantor under this Clause 7.3 shall, as regards each payment made to the Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to STUF or other persons entitled through STUF. 7.4 The Guarantor hereby agrees that its obligations under this guarantee contained shall be unconditional and that the Guarantor shall be fully liable under this guarantee irrespective of the validity, regularity, legality or enforceability against STUF of, or of any defence or counter-claim whatsoever available to STUF in this Section 2 shall relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against STUF, whether or not any of the other provisions of these presents have been satisfied modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to STUF by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term or on behalf of the Credit Agreement relative Noteholders or the Borrower and relative Couponholders or the Foreign Subsidiary Borrowers may be free from Trustee, whether or not any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment determination has been made by the BorrowerTrustee pursuant to Clause 19.1, whether or not there have been any Foreign Subsidiary Borrowerdealings or transactions between STUF, any of the Subsidiary Guarantorsrelative Noteholders or Couponholders or the Trustee, whether or not STUF has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not STUF has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other guarantor circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor. Accordingly, the validity of this guarantee shall not be affected by reason of any other Person invalidity, irregularity, illegality or received unenforceability of all or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue obligations of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations STUF under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced under this guarantee be affected by any such payment) and act, thing or omission or means whatever whereby its liability would not have been discharged if it had been the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedprincipal debtor.

Guarantee. (a) Each Subject to the provisions of Section 2.1(b), each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations(other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents in its capacity as Guarantor shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash(other than contingent indemnification and expense reimbursement obligations), no Letter of Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized in accordance with the terms of the Credit Agreement) and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary the Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations (other than contingent indemnification and the Foreign Subsidiary Borrower Obligations expense reimbursement obligations) are paid in full in cashfull, no Letter of Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized in accordance with the terms of the Credit Agreement) and the Revolving Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, Managing Facility Agent for the ratable benefit of the Lenders Managing Facility Agent and their respective successors, indorsees, transferees and assigns, the Purchasers the prompt and complete payment and performance by the Borrower when due Seller, the Servicer and by the Foreign Subsidiary Borrowers RAC when due (whether at the stated maturity, by acceleration maturity or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. Such guarantee shall be a guarantee of payment. (b) Anything herein or in The Guarantor further unconditionally and irrevocably covenants and agrees with the Managing Facility Agent for the ratable benefit of the Managing Facility Agent and the Purchasers that the Guarantor will cause each of the Seller, the Servicer and RAC duly and punctually to perform and observe all of their respective terms, conditions, covenants, agreements and indemnities under the Purchase Agreement and the Repurchase Agreement, including but not limited to the obligations of the Seller pursuant to subsection 2.6 and 2.10 of the Purchase Agreement and the obligations of RAC pursuant to Sections 2 and 3 of the Repurchase Agreement, and any other Loan Document to document executed and delivered by the contrary notwithstandingSeller, the maximum liability of each Subsidiary Servicer or RAC in connection therewith, strictly in accordance with the terms thereof, and that if for any reason whatsoever the Seller, the Servicer or RAC shall fail so to perform and observe such terms, conditions, covenants, agreements and indemnities, the Guarantor hereunder will duly and under punctually perform and observe the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)same. (c) Each Subsidiary The Guarantor further agrees that to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Managing Facility Agent or any Lender hereunderPurchaser in enforcing or preserving any of their rights under this Guarantee. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashagrees that whenever, no Letter of Credit shall be outstanding and the Commitments shall be terminatedat any time, notwithstanding that or from time to time during time, it shall make any payment to the term Managing Facility Agent or any Purchaser on account of its liability hereunder, it will notify the Credit Agreement the Borrower Managing Facility Agent and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligationssuch Purchaser, respectively. (e) if applicable, in writing that such payment is made under this Guarantee for such purpose. No payment or payments made by the BorrowerSeller, any Foreign Subsidiary Borrowerthe Servicer, any of the Subsidiary Guarantors, any other guarantor RAC or any other Person or received or collected by the Administrative Managing Facility Agent or any Lender Purchaser from the BorrowerSeller, any Foreign Subsidiary Borrowerthe Servicer, any of the Subsidiary Guarantors, any other guarantor RAC or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )payments, remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder continue until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Seller, the Servicer and/or RAC may be free from any Obligations. (e) Notwithstanding anything herein to the contrary, the Guarantor, in lieu of paying or depositing the amount required to repurchase any Purchased Receivable pursuant to the Purchase Agreement or the Repurchase Agreement, may purchase such Receivable directly from the Purchasers in accordance with the provisions of the Purchase Agreement or the Repurchase Agreement, as the case may be, for repurchases as if the Guarantor were the Seller or RAC thereunder.

Guarantee. 6.1 In consideration of SLL agreeing to enter into this Agreement with you, we may require you to provide a Guarantor or Guarantors (being person(s) who are acceptable to us). In such event the Guarantors will jointly and severally and unconditionally and irrevocably: (a) Each guarantee, to SLL as principal obligor(s), and not merely as a surety/sureties, by way of a continuing obligation, the due and punctual compliance by the Lessee with each of the Subsidiary Guarantors herebyLessee’s obligations, jointly and severally, unconditionally and irrevocably, guarantees to including the Administrative Agent, for the ratable benefit payment of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance all amounts payable by the Borrower when due Lessee, under, or in connection with, this Agreement; and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein indemnify SLL from and against any liability of the Lessee directly or indirectly arising by reason of: (i) any obligation of the Lessee (including any obligation to pay money) being or becoming void, voidable or unenforceable; or (ii) the Lessee failing to pay any amount payable under, or to perform any obligation under, this Agreement. 6.2 The guarantee and the indemnity in clause 6.1 shall respectively: (a) constitute obligations separate and independent from each other and from the other obligations under this Agreement; and (b) give rise to separate and independent causes of action. 6.3 No release, delay, granting of time, forbearance, compromise or any other Loan Document indulgence given by SLL to the contrary notwithstandingLessee, the maximum liability or amendment, alteration, compounding, compromise, release, abandonment, waiver or other variation of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantorsprovisions of this Agreement, any other guarantor or any other Person or received or collected thing by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, which any of the Subsidiary GuarantorsGuarantor(s) would have been released, any other guarantor if the Guarantor(s) had been surety only or any other Person by virtue of any action otherwise, shall discharge, release, prejudice or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations Guarantor(s) as guarantor(s) or indemnifier(s). 6.4 As between the Guarantor(s) and SLL, the Guarantor(s) may for all purposes be treated as the Lessee, and SLL shall be under no obligation to take any proceedings against the Lessee or exhaust any of the Lessee’s, powers or remedies against the Lessee before pursuing or enforcing this guarantee and indemnity against any of the Guarantor(s). 6.5 The Guarantor(s): (a) shall not claim in the liquidation of the Lessee in competition with SLL; (b) shall not exercise any right of subrogation or contribution, require marshalling, or claim the benefit of any security now or in the future held by SLL; (c) authorises SLL to claim in the Lessee’s liquidation for all debts owing to the Guarantor(s); (d) waives in favour of SLL all its/their rights against SLL or the Foreign Subsidiary Borrower Obligations Lessee (or both) to the extent necessary to give effect to the provisions of this section 6; and (e) to the fullest extent permitted by law, waive(s) such of the rights of the Guarantor(s) as surety or indemnifier (legal, equitable, statutory or otherwise) which may at any time be inconsistent with any of the provisions of this guarantee and indemnity. 6.6 The obligations of the Guarantor(s) under this guarantee and indemnity shall not be conditional, contingent or dependent upon the validity or enforceability of the obligations of any other person, and shall be and remain binding notwithstanding that any other person has not executed, or properly executed, this Agreement or given this guarantee and indemnity. 6.7 The obligations of the Guarantor(s) under this guarantee and indemnity shall remain in force until all amounts payable by the Lessee under this Agreement have been paid and until all other obligations imposed on the Lessee have been complied with. Such obligations shall not be reduced or affected by the death, insolvency, liquidation or dissolution of the Lessee or the Guarantor(s) or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedthem.

Guarantee. The Guarantor hereby irrevocably and unconditionally guarantees to the SUPPLIER the prompt and full discharge by GWWO (and its Affiliates, where relevant) of all of GWWO’s (or, where relevant, its Affiliate) covenants, agreements, obligations and liabilities under this Agreement, including the due and punctual payment of all amounts which are or may become due and payable by GWWO hereunder, when and as the same shall become due and payable (collectively, the “GWWO Obligations”), in accordance with the terms hereof or thereof. The Guarantor acknowledges and agrees that, with respect to all GWWO Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against GWWO. If GWWO shall default in the due and punctual performance of any GWWO Obligation, including the full and timely payment of any amount due and payable pursuant to any GWWO Obligation, the Guarantor will forthwith perform or cause to be performed such GWWO Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. The liabilities and obligations of the Guarantor pursuant to this Agreement are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) Each any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit any GWWO Obligation by operation of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration law or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations.; (b) Anything herein the invalidity or unenforceability, in whole or in any other Loan Document to the contrary notwithstandingpart, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).this Agreement; (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time modification or amendment of or supplement to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.Agreement; (d) any change in the corporate existence, structure or ownership of GWWO or the Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (e) any other act, omission to act, delay of any kind by any party hereto or any other person, or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of the obligations of the Guarantor hereunder. The Guarantor irrevocably and unconditionally agrees with the SUPPLIER that, if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the SUPPLIER immediately on demand against any cost, loss or liability it incurs as a result of GWWO or the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Agreement on the date which it would have been due. The Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require the SUPPLIER to proceed against or take any action against or pursue any remedy with respect to GWWO or any other person or make presentment or demand for performance or give any notice of non-performance before the SUPPLIER may enforce its rights hereunder against the Guarantor. This guarantee contained in this Section 2 is to be a continuing guarantee and accordingly the Guarantor’s obligations hereunder shall remain in full force and effect until all the Borrower GWWO Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment performed in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application full. If at any time any performance by any person of any GWWO Obligation is rescinded or from time must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of GWWO or otherwise, the Guarantor’s obligations hereunder with respect to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations such GWWO Obligation shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any reinstated at such payment (other than any payment made by time as though such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) GWWO Obligation had become due and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedhad not been performed.

Guarantee. (ai) Each of the Subsidiary The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantee to the Administrative Agent, for the ratable benefit of the Lenders Holders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Company when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (bii) Anything herein or in any other Loan Document to the contrary notwithstanding, the The maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2.22(b)). (ciii) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender Holders hereunder. (div) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyfull. (ev) No payment made by the Borrower, any Foreign Subsidiary BorrowerCompany, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Holders from the Borrower, any Foreign Subsidiary BorrowerCompany, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full full. (vi) Notwithstanding anything to the contrary in cashthis Agreement, no Letter with respect to any defaulted non-monetary Obligations the specific performance of Credit which by the Guarantors is not reasonably possible, the Guarantors shall only be outstanding and liable for making the Commitments are terminatedHolders whole on a monetary basis for the Company's failure to perform such Obligations.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees In order to induce the Administrative Agent, the Issuing Bank and the Lenders to execute and deliver this Agreement and to make or maintain the Loans and to issue Letters of Credit hereunder, and in consideration thereof, CCSC hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Agents, for the ratable benefit of the Lenders Issuing Bank and their respective successors, indorsees, transferees and assignsthe Lenders, the prompt and complete payment and performance by the each Subsidiary Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. , and CCSC further agrees to pay any and all reasonable expenses (bincluding, without limitation, all reasonable fees, charges and disbursements of counsel) Anything herein which may be paid or in any other Loan Document to incurred by the contrary notwithstandingAgents, the maximum liability Issuing Bank or any Lender in enforcing any of each Subsidiary Guarantor hereunder and their rights under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) Article IX. The guarantee contained in this Article IX, subject to Section 2 9.04, shall remain in full force and effect until all Letters of Credit issued for the account of any Subsidiary Borrower have terminated, the Subsidiary Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement the prior thereto any Subsidiary Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations. CCSC agrees that whenever, respectively. (e) at any time, or from time to time, it shall make any payment to either Agent, the Issuing Bank or any Lender on account of its liability under this Article IX, it will notify such Agent, the Issuing Bank and such Lender in writing that such payment is made under the guarantee contained in this Article IX for such purpose. No payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Borrower or any other Person or received or collected by either Agent, the Administrative Agent Issuing Bank or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Borrower or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shallCCSC under this Article IX which, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )payments, shall remain liable for the Borrower Obligations (as reduced by any such payment) unpaid and the Foreign outstanding Subsidiary Borrower Obligations (as reduced by any such payment)until, up subject to Section 9.04, the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations.; (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder under this subsection 11.1 and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor is permitted under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 11 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 11 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 11 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit this Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Company when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Company Obligations. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Company Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Company Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers Company may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Company Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary BorrowerCompany, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary BorrowerCompany, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Company Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Company Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Company Obligations), remain liable for the Borrower Company Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Company Obligations are paid in full in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, The Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and of the Foreign Subsidiary Borrower Borrowers (the “Subsidiary Obligations”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor The Company agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor the Company hereunder that would exist in the absence of this Article X without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and this Guarantee the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (ed) No payment made by the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor the Company hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor the Company in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor the Company in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Subsidiary Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashimmediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each 14.1 PharmaCell will use maximal efforts to do all things necessary, including the provision of funds to the Subsidiary Guarantors herebySupplier, jointly to ensure that the Supplier at all times performs and severallyis able to perform its obligations under this Agreement, whether these obligations be for the payment of money, the performance of any activity, the taking of any step, or otherwise. Without prejudice to any other remedy TiGenix may have under this Agreement or otherwise against the Supplier, PharmaCell hereby unconditionally and irrevocably, irrevocably guarantees to TiGenix, on the Administrative Agentterms and conditions herein, for that if there is any Material Breach by the ratable benefit Supplier of any of its obligations under this Agreement which is capable of being remedied; PharmaCell shall use maximal efforts to complete, or cause to be completed, such obligation(s), subject to all limitations and defences available to the Lenders and their respective successorsSupplier. This guarantee shall not be construed to impose upon PharmaCell any obligations greater than, indorseesin addition to, transferees and assignsor other than, the prompt and complete payment and performance obligations expressly assumed by the Borrower when due and Supplier under this Agreement. 14.2 If it has been established by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration court or otherwise) of the Borrower Obligations arbitration judgment or binding amicable settlement between TiGenix and the Foreign Subsidiary Borrower ObligationsSupplier that TiGenix is entitled to any damages or other payment from the Supplier, and the Supplier does not pay those damages or does not make that other payment to TiGenix as required under this Agreement, PharmaCell will pay or cause to pay those damages or make that other payment to TiGenix on demand. (b) Anything herein 14.3 TiGenix is obligated to exhaust its recourse against the Supplier before being entitled to call on PharmaCell to perform its obligations under this Section 14, it being understood that TiGenix shall be deemed to have exhausted its recourse against the Supplier after having reached a settlement with the Supplier or in any other Loan Document having obtained a first judgment against the Supplier followed by one unsuccessful enforcement attempt to recover from the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)Supplier. (c) Each Subsidiary Guarantor agrees that the Borrower Obligations 14.4 TiGenix and the Foreign Subsidiary Borrower Obligations Supplier may at any time and from time to time exceed the amount change one or more of the liability provisions of such Subsidiary Guarantor hereunder this Agreement (in accordance with Section 6) without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations consent of, but with a prior notice to, PharmaCell, it being understood that TiGenix and the Foreign Subsidiary Obligations and Supplier cannot create additional obligations on the obligations part of each Subsidiary Guarantor under PharmaCell without the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter prior written approval of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyPharmaCell. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and --------- severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-set- off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, New Media hereby unconditionally and irrevocably, guarantees to each Holder of Notes and to the Administrative Agent, for the ratable benefit of the Lenders Trustee and their respective successors, indorsees, transferees its successors and assigns, (i) the prompt full and complete punctual payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of all monetary obligations of the Borrower Obligations Company under the Indenture and (ii) the Foreign Subsidiary Borrower Obligationsfull and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture. New Media further agrees that its obligations hereunder shall be unconditional, irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of New Media (except that such waiver or amendment shall be effective in accordance with its terms). (b) Anything herein or in any other Loan Document to the contrary notwithstandingNew Media further agrees that its Guarantee constitutes a guarantee of payment, the maximum liability performance and compliance and not merely of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)collection. (c) Each Subsidiary Guarantor New Media further agrees that to waive presentment to, demand of payment from and protest to the Borrower Obligations Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed filing of claims with a court in the amount event of merger or bankruptcy of the liability Company, any right to require a proceeding first against the Company or any other Person, and all other defenses based on suretyship. The obligations of such Subsidiary Guarantor hereunder without impairing New Media shall not be affected by any failure or delay on the guarantee contained in this Section 2 or affecting the rights and remedies part of the Administrative Agent Trustee to exercise any right or any Lender hereunderremedy under the Indenture or the Notes. (d) The guarantee contained obligation of New Media to make any payment hereunder may be satisfied by causing the Company to make such payment. If any Holder of any Note or the Trustee is required by any court or otherwise to return to the Company or New Media or any custodian, trustee, liquidator or other similar official acting in this Section 2 relation to the Company or New Media any amount paid by either of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall remain be reinstated in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyeffect. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (For the purposes of this clause 20 the following definition shall apply: a) Each Guaranteed obligations: all monies, debts and liabilities of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and nature from time to time exceed due or owing from or incurred by the amount hirer to HML. b) In consideration of HML entering into this agreement, the guarantor guarantees to HML that whenever the hirer does not pay any of the liability of such Subsidiary Guarantor hereunder without impairing guaranteed obligations as and when they fall due, the guarantee contained in this Section 2 or affecting the rights guarantor shall make due and remedies punctual payment to HML on demand of the Administrative Agent or any Lender hereunderguaranteed obligations. (c) If the guaranteed obligations are, or become, unenforceable, invalid or illegal, the guarantor agrees to indemnify and keep indemnified HML in full and on demand from and against all and any losses, costs and expenses suffered on incurred by HML arising out of, or in connection with, any failure of the hirer to perform or discharge the guaranteed obligations. d) The guarantee contained in this Section 2 shall remain guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 19.2 agrees to indemnify and keep indemnified HML in full force and effect until on demand from and against all and any losses, costs and expenses suffered or incurred by HML arising out of, or in connection with, any failure of the Borrower Obligations Hirer to perform or discharge the guaranteed obligations. e) This guarantee is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable under this agreement, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations. f) The liability of the guarantor under this guarantee shall not be reduced, discharged or otherwise adversely affected by: i. HML will contact the Hirer as soon as reasonably possible to notify the Hirer; and ii. HML’s obligations under the contract will be suspended and the Foreign Subsidiary Obligations and time for performance of HML’s obligations will be extended for the obligations duration of each Subsidiary the event outside our control. Where the event outside our control affects HML’s delivery of products to the hirer, HML will arrange a new delivery date with the hirer after the event outside our control is over. g) The guarantor waives any right it may have to require HML (or any trustee or agent on its behalf) to proceed against or enforce any other right to claim for payment, against any person before claiming from the Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyclause 20. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. Subject to the terms and conditions set forth in this Agreement, Guarantor hereby (ai) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, absolutely guarantees to the Administrative AgentCompany, as the primary obligor and not merely as surety, the due and punctual observance, payment, performance and discharge of the obligations of Parent and Purchaser pursuant to this Agreement including the due and punctual payment of all amounts which are or may become due and payable by Parent or Purchaser hereunder when and as the same shall become due and payable and (ii) acknowledges and agrees to take all actions necessary to satisfy Parent and the Surviving Corporation’s obligations with respect to Cashed Out Options and Cashed Out RSUs pursuant to Section 2.8 (the “Obligations”). In furtherance of the foregoing, Guarantor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the ratable benefit full amount of the Lenders and their respective successorsObligations, indorsees, transferees and assignsregardless of whether any action is brought against Parent. To the fullest extent permitted by law, the prompt Guarantor hereby expressly and complete payment unconditionally waives any and all rights or defenses arising by reason of any law, promptness, diligence, notice of the acceptance of this guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (other than notices required by this Agreement and defenses that are available to Parent and Purchaser). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The execution and delivery of this Agreement by the Guarantor and the performance by the Borrower when due Guarantor of its obligations contemplated hereby have been duly and validly authorized by all necessary corporate action on the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) part of the Borrower Obligations Guarantor, and no other corporate proceedings on the Foreign Subsidiary Borrower Obligations. (b) Anything herein part of the Guarantor are necessary to authorize this Agreement or in any other Loan Document to perform its obligations hereunder. Subject to the contrary notwithstanding, the maximum liability terms and conditions of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors this Agreement (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers as it may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligationsmodified, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor amended or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or waived from time to time in reduction accordance with its terms), the liabilities and obligations of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Guarantor pursuant to this Agreement shall not be deemed to modifyreleased, reduce, release discharged or otherwise affect affected by (x) any modification, amendment, waivers or extensions under this Agreement (except to the liability extent of any Subsidiary such modification, amendment, waivers or extensions that is entered into without the prior consent of Guarantor) or (y) any change in the corporate existence, structure or ownership of Parent or Purchaser. Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require any person to proceed against or take any action against or pursue any remedy with respect to Parent or Purchaser or any other person or make presentment or demand for performance or give any notice of nonperformance before the Company may enforce its rights hereunder which shallagainst Guarantor. For the avoidance of doubt, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor anything to the contrary in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )this Agreement, remain liable for the Borrower Obligations (as reduced by any such payment) this Section 9.11 and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up guarantee contemplated hereby shall terminate in accordance with Section 8.2 upon a termination of this Agreement pursuant to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedSection 8.1.

Guarantee. (ai) Each of the Subsidiary The Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees guarantee to the Administrative Agent, for the ratable benefit of the Lenders Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Company when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations Obligations. The Guarantors’ liability under this Guarantee shall be unlimited, open and the Foreign Subsidiary Borrower Obligationscontinuous for so long as this Guarantee remains in force. (bii) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established set forth in Section 2.22(b)). (ciii) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender Purchasers hereunder. (div) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyfull. (ev) No payment made by the Borrower, any Foreign Subsidiary BorrowerCompany, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Purchasers from the Borrower, any Foreign Subsidiary BorrowerCompany, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full full. (vi) Notwithstanding anything to the contrary in cashthis Guarantee, no Letter with respect to any defaulted non-monetary Obligations the specific performance of Credit which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be outstanding and liable for making the Commitments are terminatedPurchasers whole on a monetary basis for the Company’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (a) Each 10.1 In consideration of the Subsidiary Guarantors herebyVendors agreeing to sell the Shares to the Purchaser on the terms set out in this Agreement, jointly and severally, the Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Vendors the ratable benefit due and punctual performance and observance by the Purchaser of the Lenders Purchaser’s obligations, commitments and their respective successorsundertakings under or pursuant to this Agreement and each other Transaction Document (the “Guaranteed Obligations”), indorsees, transferees and assigns, agrees to indemnify the prompt and complete payment and performance Vendors on an after-Tax basis for any failure by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document Purchaser to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, perform any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any Guaranteed Obligations. The liability of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Guaranteed Obligations shall not be released or diminished by any variation of the terms of this Agreement or any other Transaction Document (whether or not agreed by the Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 10.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any Guaranteed Obligation, the Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the Guaranteed Obligation to which such default relates in the manner prescribed by this Agreement or the Foreign Subsidiary Borrower relevant Transaction Document and so that the same (but no greater) benefits shall be conferred on the Vendors as would have been received if such Guaranteed Obligation had been duly performed and satisfied by the Purchaser. 10.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the Guaranteed Obligations shall have been performed or satisfied by the Purchaser or the Guarantor, regardless of the legality, validity or enforceability of any provisions of this Agreement and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchaser or any payment received change in the status, control or collected ownership of the Purchaser. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Vendors may now or after the date of this Agreement have or hold for the performance and observance of the Guaranteed Obligations. 10.4 As a separate and independent stipulation, the Guarantor agrees that any of the Guaranteed Obligations which may not be enforceable against or recoverable from such Subsidiary the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or any fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) thereof and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and performed or paid by the Commitments are terminatedGuarantor on demand.

Guarantee. (a) Each of the Subsidiary Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders Agent and their respective successors, indorsees, transferees and assignsthe Lenders, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything Notwithstanding anything herein or in any other Loan Document to the contrary notwithstandingcontrary, the maximum liability of each Subsidiary the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary the Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)debtors. (c) Each Subsidiary The Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) which may be paid or incurred by the Agent, on behalf of the Lenders, in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Article 13. (d) The Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary the Guarantor hereunder under this Article 13 without impairing the guarantee contained in this Section 2 Article 13 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashAgent, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term on behalf of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower ObligationsLenders, respectivelypursuant to this Article 13. (e) No Except as required by applicable law, no payment or payments made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Guarantor hereunder under this Article 13 which shall, notwithstanding any such payment (or payments other than any payment payments made by such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment payments received or collected from such Subsidiary the Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations )Obligations, remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary the Guarantor hereunder under this Article 13 until the Borrower Obligations (excluding from such Obligations and the Foreign Subsidiary Borrower Obligations obligations of the Guarantor under this Article 13 any contingent indemnity or similar obligations that expressly survive repayment or termination of the Loan Documents) are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated. (f) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Agent on account of its liability under this Article 13, it will notify the Agent in writing that such payment is made under this Article 13 for such purpose.

Guarantee. (a) Each The Guarantor, in consideration of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether Supplier having entered into this Agreement at the stated maturityGuarantor’s request: (i) guarantees that the Customer will perform all its obligations under this Agreement; (ii) guarantee that the Customer will comply with all relevant laws and regulations when fabricating stones; (iii) must pay on demand any amount which the Supplier is entitled to recover from the Customer; and (iv) indemnifies the Supplier against all losses, by acceleration costs, damages and legal expenses (on a full indemnity basis) (“Loss”) resulting from the Supplier having entered into this Agreement whether from the Customer’s failure to perform its obligations under this Agreement or otherwise) of being or becoming unenforceable against the Borrower Obligations and the Foreign Subsidiary Borrower ObligationsCustomer. (b) Anything herein The liability of the Guarantor will not be affected by: (i) the Supplier granting to the Customer or in a Guarantor time or any other Loan Document indulgence, or agreeing not to sue the contrary notwithstanding, the maximum liability Customer or another Guarantor; (ii) failure by any Guarantor to sign this Agreement; (iii) assignment or variation of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2)this Agreement. (c) Each Subsidiary The Guarantor agrees that that: (i) the Borrower Obligations Supplier may retain all money received including dividends from the Customer’s bankrupt estate, and need allow the Foreign Subsidiary Borrower Obligations may at any time and from time Guarantor a reduction in its liability under this guarantee only to time exceed the extent of the amount received; (ii) the Guarantor must not seek to recover money from the Customer to reimburse the Guarantor for payments made to the Supplier until the Supplier has been paid in full; (iii) the Guarantor must not prove in the bankruptcy or winding up of the liability of such Subsidiary Customer for any amount which the Supplier has demanded from the Guarantor; and (iv) the Guarantor hereunder without impairing must pay the guarantee contained Supplier all money which the Supplier refunds to the Customer’s liquidator or trustee in this Section 2 or affecting bankruptcy as preferential payments received from the rights and remedies of the Administrative Agent or any Lender hereunderCustomer. (d) The guarantee contained in If any of the Customer’s obligations are unenforceable against the Customer, then this Section 2 shall remain in full force and effect until all the Borrower Obligations clause is to operate as a separate indemnity and the Foreign Subsidiary Obligations and Guarantor indemnifies the obligations Supplier against all Loss resulting from the Supplier’s inability to enforce performance of each Subsidiary those obligations. The Guarantor under must pay the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and Supplier upon demand the Commitments shall be terminated, notwithstanding that from time to time during the term amount of the Credit Agreement Loss resulting from the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelyunenforceability. (e) No payment made by the BorrowerIf there is more than one (1) Guarantor, this guarantee binds them separately, together and in any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedcombination.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnity obligations not due and the Foreign Subsidiary Obligations payable) and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash(other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated. (f) The Borrower hereby unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders (and their Affiliates) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by its Subsidiaries of their Cash Management Obligations and their obligations and liabilities under the Lender Hedge Agreements.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender Secured Party hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cashfull, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) Each 9.1.1 The Borrower and each of the Subsidiary Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders and each of their respective permitted successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations Obligations, provided, however, that each of the Guarantors shall be jointly and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, severally liable under this Article for the maximum amount of such liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by hereby incurred without rendering this Guarantee, as it relates to such Subsidiary Guarantor Guarantor, voidable under applicable federal and state laws law relating to the insolvency fraudulent conveyance or fraudulent transfer, and not for any greater amount. This is a guarantee of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations payment and the Foreign Subsidiary Borrower Obligations may at any time not collection and from time to time exceed the amount of the liability of such Subsidiary the Borrower and each Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights is primary and remedies of the Administrative Agent or any Lender hereundernot secondary. (d) 9.1.2 The guarantee contained in this Section 2 Article shall remain in full force and effect until at all the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectivelytimes when Loans are outstanding. (e) 9.1.3 No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantor or any other Person Person, or received or collected by the Administrative any Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor Guarantor or any other Person Person, by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or shall, except to the Foreign Subsidiary Borrower Obligations shall extent of such payment, be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary the Borrower or such Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from the Borrower or such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations Obligations), remain liable for the Borrower Obligations (as reduced by any such payment) and except to the Foreign Subsidiary Borrower Obligations (as reduced by any extent of such payment). 9.1.4 The Borrower and each Guarantor hereby unconditionally and irrevocably agree that in the event any payment shall be required to be made to any Agent or any Lender hereunder or under any other guaranty, up the Borrower or such Guarantor will contribute, to the maximum liability extent permitted by law, such amounts to each other Guarantor or Borrower so as to maximize the aggregate amount paid to such Agent or Lender under or in respect of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedLoan Documents.

Guarantee. (a) Each of the Subsidiary The Guarantors herebyhereby absolutely, unconditionally and irrevocably guarantee, jointly and severally, unconditionally as principal obligors, and irrevocablynot merely as sureties, guarantees to the Administrative AgentPurchaser and its successors and permitted assigns, for the ratable benefit all Liabilities of the Lenders and their respective successorsSellers to Purchaser arising out of or related to this Agreement, indorsees, transferees and assigns, including the prompt and complete indemnification obligations of the Company pursuant to Article VIII. Each Guarantor reserves the right to assert defenses that the applicable Seller may have or have had to payment or performance of any obligations guaranteed hereunder. The foregoing obligation of the Guarantors constitutes a continuing guaranty of payment and performance performance, and not of collection, and is and shall be absolute and unconditional under any and all circumstances, including circumstances that might otherwise constitute a legal or equitable discharge of a surety or guarantor. The obligation of the Guarantors hereunder shall not be discharged, impaired or otherwise affected by the Borrower when due and failure of Purchaser to assert any claim or demand against a Seller or to enforce any remedy hereunder, but shall be reduced by any amount paid by a Seller relating to an obligation guaranteed by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower ObligationsGuarantors hereunder. (b) Anything herein or in any other Loan Document The Guarantors have the requisite power and authority to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor execute and deliver this Agreement and to perform their obligations hereunder and under to consummate the other Loan Documents shall in no event exceed transactions contemplated hereby. The execution, delivery and performance by the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency Guarantors of debtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subsidiary Guarantor agrees that the Borrower Obligations this Agreement and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed consummation by the amount Guarantors of the liability of such Subsidiary Guarantor hereunder without impairing transactions contemplated hereby have been duly and validly authorized by all requisite entity action on the guarantee contained in this Section 2 or affecting the rights and remedies part of the Administrative Agent Guarantors, and no other entity proceedings or any Lender hereunder. (d) The guarantee contained in this Section 2 shall remain in full force and effect until all approvals on the Borrower Obligations and the Foreign Subsidiary Obligations and the obligations of each Subsidiary Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term part of the Credit Guarantors are necessary in connection with the execution, delivery and performance of this Agreement or the Borrower consummation of the transactions contemplated hereby. This Agreement has been duly executed and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made delivered by the BorrowerGuarantors and, any Foreign Subsidiary Borrowerassuming the due authorization, any execution and delivery hereof by each other Party, constitutes the legal, valid and binding obligation of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by enforceable against the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time Guarantors in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminatedaccordance with its terms.