Common use of Guarantee Clause in Contracts

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:

Guarantee. In order Subject to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XIISection 1.07, each Guarantor fully Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees, as guarantees to each Holder (a primary obligor and not merely as a surety, jointly with the other Guarantors and severally"Guaranty"), the Obligations following obligations: (a) the full and punctual payment of principal, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture (including, without limitation, interest accruing hereunder after the commencement of any case under compensation and other payment obligations to the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such caseTrustee thereunder) and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, such Guarantor and that it such Guarantor will remain bound upon its Guarantee hereunder under the terms hereof notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder herein constitutes a promise guarantee of payment payment, performance and compliance when due (and not merely a guarantee of collection, ) and waives any right to require that any resort be had by any Lender Holder or the Trustee to any balance security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder are independent of the obligations of any deposit account or credit on other Guarantor, the books of Company, any Lender in favor of any Borrower Subsidiary thereof or any other personPerson, and, subject to Section 1.05, a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, the Company, any Subsidiary thereof or any other Person and whether or not any other Guarantor, the Company or any Subsidiary thereof be joined in any such action or actions. Each Any payment by the Company or any Subsidiary thereof or other circumstance which operates to toll any statute of limitations as to the Company or any such Subsidiary shall operate to toll the statute of limitations as to each Guarantor. Notwithstanding anything to the contrary contained herein, at law or otherwise, the obligations of each Guarantor agrees that its obligations under this Guarantee hereunder and the rights of the Trustee and each Holder hereunder shall be unconditionalconstrued as equal and pari passu to the obligations of each such Guarantor under that certain Subsidiary Guaranty, irrespective of:dated as of August 29, 1997, among the guarantors party thereto and The Bank of New York, as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the "Subsidiary Guaranty") and the rights of The Bank of New York, as Administrative Agent, and the Lenders under the Subsidiary Guaranty.

Guarantee. In order to induce the Lenders Lenders, the Issuing Banks and the Swingline Lender to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XIIBorrower hereunder, each Guarantor fully hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and irrevocably guaranteesseverally, as a primary obligor and not merely as a surety, jointly with the other Guarantors due and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations punctual payment and performance of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any Borrower other Loan Party of any of the Obligations, and also waives notice of acceptance of its obligations guarantee and notice of protest for nonpayment. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent, any Lender Lender, any Issuing Bank or the Global Administrative Agent Swingline Lender to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Agreement, any other Loan Document or otherwise, (b) any extension or renewal of any of the other Loan Documents or otherwiseObligations, or, except as specifically provided therein, by (c) any rescission, waiver, amendment or modification of of, or any release from (other than an express, written release), any of the terms or provisions of this Agreement, or any other Loan Document or agreement, including with respect to any other Guarantor hereunder, (d) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations, (e) any decree or order, or any law or regulation of any jurisdiction or event affecting any term of an Obligation or (f) any other Loan Documents act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of a Guarantor as a matter of law or equity or which would impair or eliminate any right of each Guarantor to subrogation or any other agreementcircumstance that might constitute a defense of each Guarantor or the Borrower. Each Guarantor further agrees that its Guarantee agreement hereunder constitutes a promise guarantee of payment when and in the amount due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection or the acceleration of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender to any balance of any deposit account or credit on the books of the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender in favor of any the Borrower or any other personPerson. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all Obligations, whether currently existing or hereafter incurred. The obligations of each Guarantor, and the claims of the Lenders, the Administrative Agent, the Issuing Banks and the Swingline Lender against each Guarantor, hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise (other than the indefeasible payment in full of all the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise (other than for the indefeasible payment in full of all the Obligations). Each Guarantor further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender, forthwith pay, or cause to be paid, to the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. Upon payment by each Guarantor of any sums as provided above, all rights of each Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower hereunder. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (ii) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (x) applicable law or (y) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under Guarantees by such parties. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to the final paragraph of this Article X), the Borrower agrees that in the event a payment in respect of any obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment. Each Guarantor (a “Contributing Party”) agrees (subject to the final paragraph of this Article X) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided hereunder, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date of the most recent fiscal quarter of Blackstone Group ended prior to the Restatement Date (or, in the case of any Eligible Additional Guarantor added as a Guarantor after the Restatement Date, the most recent fiscal quarter of Blackstone Group ended prior to the date such Eligible Additional Guarantor became a Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on such date. Any Contributing Party making any payment to a Claiming Party pursuant to this paragraph shall (subject to the final paragraph of this Article X) be subrogated to the rights of such Claiming Party under the preceding paragraph to the extent of such payment. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under the preceding two paragraphs and all other rights of the Guarantors of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by the preceding two paragraphs (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. Each Guarantor hereby agrees that all Indebtedness and other monetary obligations owed by it to, or to it by, any other Loan Party shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. The provisions of this Article X shall not affect or limit the ability of the Guarantors or the Subsidiaries to enter into and consummate Permitted Reorganization Transactions, and a Guarantor shall be released from its obligations under this Guarantee shall be unconditionalArticle X if, irrespective of:as a result of a Permitted Reorganization Transaction, it is no longer a holding company for Equity Interests in Core Business Entities and assets of Core Businesses.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully that executes this Indenture on the date hereof and any future Guarantor that is required to provide a Note Guarantee that is required to execute a supplemental indenture hereto will fully, unconditionally and irrevocably guaranteesguarantee, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations and severally, liabilities of the Obligations Issuer under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.6), (all the foregoing being hereinafter collectively called the “Guaranteed Obligations” and each Guarantee of such Guaranteed obligations called a “Note Guarantee”). The Guarantors shall include any Domestic Subsidiaries of the Company that are Restricted Subsidiaries other than any Securitization Subsidiary or Immaterial Subsidiary. Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 10.1.

Guarantee. In order Each of the GUARANTORS binds himself to induce and in favour of the Lenders LANDLORD as Surety for and Co-Principal Debtor in solidum, jointly and severally with the TENANT for the due and punctual payment of all amounts payable and for the due and punctual performance by the TENANT of all the terms and conditions incumbent upon it under and in terms of this agreement of lease or arising out of same, or arising out of a cancellation or termination thereof, including without departing from the generality of the aforegoing, a termination of the lease by a liquidator or trustee of the TENANT. This guarantee shall also cover any amendments, variations or extensions of the agreement of lease although the GUARANTORS may not have specifically agreed thereto. Each of the GUARANTORS hereby renounces the benefits of “excussion”, “division”, “cession of action” and “no value received” with the full force and effect whereof they acknowledge themselves to extend credit hereunderbe fully acquainted. Any indulgence, but subject neglect or forbearance on the part of the LANDLORD shall in no way release any of the GUARANTORS from liability under this guarantee. Each of the GUARANTORS agrees that a certificate signed by the LANDLORD or its authorised representative shall be conclusive proof, at all times, of the amount owing to the provisions LANDLORD by the TENANT for the purpose of any action taken by the LANDLORD in terms of this document, whether such action is for provisional sentence or otherwise. Each of the final paragraph GUARANTORS chooses domicilium citandi et executandi at the LEASED PREMISES as defined in this lease at which address all notices may be given and all processes served. A GUARANTOR may change such address to another in the Republic of this Article XIISouth Africa on the expiry of 30 days written notice to the LANDLORD. This Guarantee shall remain in full force and effect until the expiry of THIRTY (30) DAYS written notice given to the LANDLORD at a time when all indebtedness, each Guarantor fully commitments and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred TENANT to as the “Guarantee”. Each Guarantor further agrees LANDLORD shall fully have been discharged, provided that the Obligations no such notice may be extended or renewed, in whole or in part, without notice given until after the termination of this lease. If this guarantee ceases to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of be binding on any of the ObligationsGUARANTORS for any reason whatsoever, it shall remain binding as a continuing guarantee on the other GUARANTORS. In the event of the TENANT’s insolvency/liquidation or it being placed under Business Rescue in terms of Chapter 6 of Act 71 of 2008 or the adoption of a business rescue plan in terms of which the TENANT’s liability to the LANDLORD is compromised at less than its full value, the LANDLORD shall nevertheless be entitled to claim from the GUARANTORS under this suretyship the full amount owing to it by the TENANT, or would but for any such compromise have been owing, together with interest and also waives notice costs on the attorney and own client scale and any dividends or other payments received by the LANDLORD shall not prejudice the rights of acceptance the LANDLORD to recover from the GUARANTORS to the full extent of its obligations this Guarantee any sum, which after the receipt of such dividends or payments may remain owing by the TENANT, or would have but for the insolvency/liquidation business rescue or adoption of a business rescue plan have been owing by the TENANT, in respect of which liability the GUARANTORS shall be principal debtors or deemed to be such. Furthermore, the GUARANTORS bind themselves not to file any claim against the TENANT in competition with the LANDLORD. Each GUARANTOR who signs this document acknowledges and notice records that notwithstanding the fact that it provides for signature hereof by other GUARANTORS there is a separate, distinct and independent contract of protest guarantee brought into existence by each GUARANTOR who does sign if, for nonpayment. The any reason, any GUARANTOR named in the SCHEDULE shall fail to sign this guarantee or if this guarantee shall for any reason cease to be or is not binding on any one or more of the GUARANTORS then the obligations of the Guarantors hereunder others shall not be affected and continue to be binding and remain of full force and effect in terms hereof. A failure by any GUARANTOR named in CLAUSE 15 of the SCHEDULE to sign this agreement shall be deemed to constitute a breach of the lease by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:TENANT.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustees and the Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and all other Guarantors obligations and severallyliabilities of the Issuer under this Indenture (including without limitation interest (including Additional Interest) accruing after the filing of any petition in bankruptcy, the Obligations (including, without limitation, interest accruing hereunder after or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or Post-Petition Interest is allowed in such caseproceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture or a supplement hereto shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the U.S. Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest or Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustees, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustees on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or Post-Petition Interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustees, Agent or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XIICompany hereby absolutely, each Guarantor fully irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement timely payment of any case under and all of the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Guaranteed Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Company further agrees that the due and punctual payment of the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor The Company waives presentment to, demand of payment from and protest to any Borrower Borrowing Subsidiary of any of the Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce or exercise any right or remedy against any Borrower Borrowing Subsidiary under the provisions of this Agreement or Agreement, any of the Borrowing Subsidiary Agreement, any other Loan Documents Document or otherwise, or, except as specifically provided therein, by otherwise or (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the Borrowing Subsidiary Agreement, any other Loan Documents Document or any other agreementagreement or the release of any Borrowing Subsidiary. Each Guarantor The Company shall be obligated to keep informed of the financial condition of the Borrowing Subsidiaries; provided that the failure of the Company to keep so informed shall not affect its obligations hereunder. The Company further agrees that its Guarantee hereunder agreement under this Article IX constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower Borrowing Subsidiary or any other personPerson or to any other remedy against any Borrowing Subsidiary. Each Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. This is a present and continuing guaranty of payment and not of collection, and the liability of the Company under this Article IX shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any lack of validity or enforceability or any avoidance or voidability of any Guaranteed Obligation, this Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, place or manner of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrowing Subsidiaries or otherwise in accordance with the terms hereof and thereof; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release, or amendment or waiver of, or consent to, or departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring of termination of the structure or existence of any Borrowing Subsidiary; (e) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any Borrowing Subsidiary or the properties or creditors of any of them; (f) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document; (g) any default, failure or delay, willful or otherwise, on the part of any Borrowing Subsidiary to perform or comply with, or the impossibility or illegality of performance by any Borrowing Subsidiary of, any term of this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document; (h) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, any Borrowing Subsidiary for any reasons whatsoever, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any Borrowing Subsidiary Agreement or any other Loan Document; (i) any lack or limitation of status or of power, incapacity or disability of any Borrowing Subsidiary or any partner, principal, trustee or agent thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Borrowing Subsidiary or a third party guarantor. The obligations of the Company under this Article IX shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company under this Article IX shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company or any Borrowing Subsidiary as a matter of law or equity. None of the Lenders nor the Administrative Agent nor any Person acting for or on behalf of the Lenders or the Administrative Agent shall have any obligation to marshal any assets in favor of the Company or against or in payment of any or all of the Guaranteed Obligations. The Company further agrees that its obligations under this Article IX shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue of this Article IX, upon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Guaranteed Obligation. Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrowing Subsidiary arising as a result thereof by way of right of subrogation, contribution, indemnity or otherwise shall in all respects by subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations owed by such Borrowing Subsidiary to the Lenders and the Company shall not exercise any such rights until such payment in full and the Commitments are terminated. The Guarantee of the Company under this Article IX is a continuing guarantee and all liabilities to which it applies or may apply under the terms hereof shall be unconditional, irrespective of:conclusively presumed to have been created in reliance hereon.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and that executes this Indenture or a supplemental indenture hereto will fully, unconditionally and irrevocably guaranteesguarantee, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations and severally, liabilities of the Obligations Issuer under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 10.1.

Guarantee. In order to induce As consideration for the Lenders to extend credit hereunderbenefits that Buyer and the Buyer Guarantor will receive as a result of Buyer entering into this Agreement, but subject to the provisions Buyer Guarantor hereby agrees that it shall be responsible for all of the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors Buyer (and any Person to whom Buyer assigns any of its rights or delegates any of its obligations under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewedAgreement, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of ) under any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, and the Buyer Guarantor hereby guarantees to each of the Seller Parties the due and punctual performance and payment in full of the Purchase Price, any purchase price adjustment and any other amounts payable by Buyer or its assignee hereunder. This guaranty by the Buyer Guarantor is an absolute, unconditional, present and continuing guaranty of payment and performance (as opposed to a guaranty only of collection) and each of the Seller Parties (or any of them acting without the other Loan Documents other) may enforce their rights under this guaranty without notice of default or undertaking any proceeding or filing any cause of action against Buyer (or any other agreement. Each Guarantor further agrees that Person to whom Buyer assigns any of its Guarantee hereunder constitutes a promise rights or delegates any of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee Agreement, in whole or in part). The Buyer Guarantor hereby waives any and all defenses applicable to a guarantor or a surety under applicable Law in connection with its obligations under this guaranty and, without limiting the foregoing, the terms and conditions of the obligations of Buyer (or any Person to whom Buyer assign any of its rights or delegates any of its obligations under this Agreement, in whole or in part) under this Agreement may be modified, amended or supplemented without the consent or approval of the Buyer Guarantor and the guaranty of the Buyer Guarantor shall be unconditionalcontinue in full force and effect as so modified, irrespective of:amended or supplemented.

Guarantee. In order to induce the Lenders to extend credit to the other Borrowers hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully Administrative Borrower hereby irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors payment when and severally, as due of the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any such other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Borrowers. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Administrative Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each Guarantor The Administrative Borrower waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Administrative Borrower hereunder shall not be affected by (a) the failure of any Agent or Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower Loan Party under the provisions of this Agreement Agreement, any other Loan Document or otherwise, (b) any extension or renewal of any of the other Loan Documents or otherwiseObligations, or, except as specifically provided therein, by (c) any rescission, waiver, amendment or modification of of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement, (d) any default, failure or delay, willful or otherwise, in the performance of any of the other Loan Documents Obligations or (e) any other agreementact, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Administrative Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Administrative Borrower to subrogation. Each Guarantor The Administrative Borrower further agrees that its Guarantee agreement hereunder constitutes a promise guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Agent or Lender to any balance of any deposit account or credit on the books of any Agent or Lender in favor of any Borrower or any other personPerson. Each Guarantor The obligations of the Administrative Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full of all the Obligations owed by the Administrative Borrower to the Agents, the Issuing Bank and the Lenders), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise (other than for the indefeasible payment in full of all the Obligations owed by the Administrative Borrower to the Agents, the Issuing Bank and the Lenders). The Administrative Borrower further agrees that its obligations under this Guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Agent or Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Agent or Lender may have at law or in equity against the Administrative Borrower by virtue hereof, upon the failure of any other Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Administrative Borrower hereby promises to and will, upon receipt of written demand by any Agent or Lender, forthwith pay, or cause to be paid, to the Applicable Agent or Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. The Administrative Borrower further agrees that if payment in respect of any Obligation shall be unconditionaldue in a currency other than US Dollars and/or at a place of payment other than New York and if, irrespective by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any Agent or Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, the Administrative Borrower shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify each Agent and Lender against any losses or reasonable out-of:-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by the Administrative Borrower of any sums as provided above, all rights of the Administrative Borrower against any Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by such Borrower to the Agents, the Issuing Bank and the Lenders. Nothing shall discharge or satisfy the liability of the Administrative Borrower hereunder except the full performance and payment of the Obligations.

Guarantee. In order to induce the Lenders to extend credit hereunderHoldings hereby irrevocably, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully absolutely and unconditionally and irrevocably guarantees, as a primary obligor obligation and not merely as a surety, jointly with to the other Guarantors Sellers the payment and severally, performance of the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors Buyer under this Article XII are sometimes referred Agreement (in each case, subject to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewedall limitations, in whole or in partqualifications, without notice to or further assent from it, terms and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any conditions of the ObligationsBuyer’s obligations set forth herein), and also waives notice including, for the avoidance of acceptance of its obligations and notice of protest for nonpayment. The doubt, any obligations of the Guarantors hereunder shall Buyer under Section 2.3(a)(ii) and Section 9.3 of this Agreement. This guaranty is an absolute, unconditional and continuing guaranty of payment and performance and not be affected by of collectability, irrespective of the failure of any Lender validity, legality or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions enforceability of this Agreement or any other document or instrument contemplated hereby. Holdings waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Holdings, any of its Affiliates or any other entity or other Person primarily or secondarily liable with respect to any of the other Loan Documents or otherwiseguaranteed obligations, or, except as specifically provided therein, by and all suretyship defenses generally. If any rescission, waiver, amendment or modification payment in respect of any of the terms guaranteed obligations is rescinded after receipt by the Sellers, the guaranty hereunder shall be automatically reinstated as if no such payment had ever been made. Holdings agrees that the Sellers shall not be required to prosecute collection, enforcement or provisions other remedies against Buyer or to enforce or resort to any rights or remedies pertaining thereto, before calling on Holdings for payment or performance. Holdings hereby waives any and all notice of the creation, renewal, extension or accrual of the obligations of Holdings set forth in this Agreement and notice of or proof of reliance by the Sellers upon this Section 11.22 or acceptance of this Agreement, any Section 11.22. Holdings 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 Section 11.22 are made knowingly in contemplation of the other Loan Documents or any other agreementsuch benefits. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:104

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the other Guarantors Securities, to the extent lawful, and severallythe Trustee the full and punctual payment when due, whether at final maturity, by acceleration, by redemption or otherwise, of the Obligations. Each Guarantor agrees that the Obligations (includingwill rank equally in right of payment with other Indebtedness of such Guarantor, without limitation, interest accruing hereunder after except to the commencement of any case under extent such other Indebtedness is subordinate to the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Securities or the Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Securities or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Guarantor is released from its Guarantee upon the merger or the sale of all the Capital Stock or assets of the Guarantor or otherwise in compliance with Section 4.1, Section 10.2 or Article VIII, as applicable. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at final maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other personlaw). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee Section. Neither the Issuer nor the Guarantors shall be unconditionalrequired to make a notation on the Securities to reflect any Guarantee or any release, irrespective of:termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIISixteen, each Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally Guarantees to each Holder of Securities hereunder and irrevocably guaranteesto the Trustee on behalf of the Holders: (i) the due and punctual payment of the principal of, premium, if any, on and interest on each Security, when and as a primary obligor the same shall become due and not merely as a suretypayable, jointly whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the other Guarantors terms of such Security and severally, this Indenture and (ii) in the Obligations (including, without limitation, interest accruing hereunder after the commencement case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, by acceleration or otherwise, subject, however, in the case under of clauses (i) and (ii) above, to the limitations set forth in the next succeeding paragraph. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other bankruptcy-related rules similar federal or legislation in any country in which a Company is organizedstate law. To effectuate the foregoing intention, whether or not allowed as a claim in the Holders and such case). The Guarantor hereby irrevocably agree that the obligations of the Guarantors such Guarantor under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditionallimited to the maximum amount as will, irrespective of:after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to the following paragraph, result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully Company hereby irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Company further agrees that the due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor The Company waives presentment to, demand of payment from and protest to any Borrower Borrowing Subsidiary of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower Borrowing Subsidiary under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by ; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents Borrowing Subsidiary Agreement or any other agreement; or (c) the failure of any Lender to exercise any right or remedy against any Borrowing Subsidiary. Each Guarantor The Company further agrees that its Guarantee agreement hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company or any other Borrower as a matter of law or equity. The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligation. The Company further agrees that if payment in respect of any Obligation shall be due in a currency other than dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Obligation in dollars (based upon the applicable exchange rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result of such alternative payment. Upon payment by the Company of any Obligation, each Lender shall, in a reasonable manner, assign the amount of such Obligation owed to it and so paid to the Company, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by the Company, or make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by the Company of any sums as provided above, all rights of Company against any Borrowing Subsidiary arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by such Borrowing Subsidiary to the Lenders. None of the Syndication Agent and the Documentation Agent, in their capacities as such, shall have any duties or obligations of any kind under this Guarantee shall be unconditional, irrespective of:Agreement.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Subsidiary Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the other Guarantors Securities, to the extent lawful, and severallythe Trustee the full and punctual payment when due, whether at final maturity, by acceleration, by redemption or otherwise, of the Obligations. Each Subsidiary Guarantor agrees that the Obligations (includingwill rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, without limitation, interest accruing hereunder after except to the commencement of any case under extent such other Indebtedness is subordinate to the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. Each Subsidiary Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Securities or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor or otherwise in compliance with Section 4.1, Section 10.2 or Article VIII, as applicable. Each Subsidiary Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at final maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Obligations then due and owing (but only to the extent not merely of collectionprohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and waives the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any right to require that any resort be had by any Lender to any balance stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any deposit account such declaration of acceleration of such Obligations, such Obligations (whether or credit not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Guarantee. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. Neither the Issuer nor the Subsidiary Guarantors shall be required to make a notation on the books Securities to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Guarantee.

Guarantee. In order to induce the Lenders to extend credit to the Borrowing Subsidiaries hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and Company hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors due and severallypunctual payment and performance, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizedwhen and as due, whether at maturity, by acceleration, upon one or not allowed as a claim in such case)more dates set for prepayment or otherwise, of the Guaranteed Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Company further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, it and that it will remain bound upon its Guarantee hereunder guarantee notwithstanding any such extension or renewal of any ObligationGuaranteed Obligations. Each Guarantor The Company waives presentment to, demand of payment from and protest to any Borrower the Borrowing Subsidiaries of any of the Guaranteed Obligations, and also waives notice of acceptance of its obligations guarantee and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower the Borrowing Subsidiaries under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by ; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents guarantee or any other agreement; (c) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any Lender’s rights with respect thereto; or (d) the failure of any Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. Each Guarantor The Company hereby agrees that any payments in respect of the Guaranteed Obligations pursuant to this Article VII will be paid to the Administrative Agent without setoff or counterclaim, in Dollars (in the case of Guaranteed Obligations arising under this Agreement) or, at the option of the relevant Local Currency Lender(s), in Dollars or in the relevant Local Currency (in the case of Guaranteed Obligations arising under any Local Currency Facility), at (a) the office of the Administrative Agent specified in Section 2.19(a) (in the case of Guaranteed Obligations arising under this Agreement) or (b) at the office specified for payments under the relevant Local Currency Addendum or such other office as shall have been specified by the relevant Local Currency Lender(s) in each case to the extent permitted by applicable law (in the case of Guaranteed Obligations arising under any Local Currency Addendum). The Company further agrees that its Guarantee hereunder guarantee constitutes a promise guarantee of payment when due and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security, if any, held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Lender its books, in favor of any Borrower the Borrowing Subsidiaries or any other person. Each Guarantor The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. To the extent permitted by applicable law, the Company waives any defense based on or arising out of any defense available to the Borrowing Subsidiaries, including any defense based on or arising out of any disability of the Borrowing Subsidiaries, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowing Subsidiaries, other than final payment in full of the Guaranteed Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Borrowing Subsidiaries, or any security without affecting or impairing in any way the liability of the Company hereunder except to the extent the Guaranteed Obligations have been fully and finally paid. The Company waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Company against the Borrowing Subsidiaries or any security. The Company further agrees that its obligations guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay or cause to be paid to the Administrative Agent or such Lender in cash the amount of such unpaid Guaranteed Obligation. Until the termination of this Agreement and the commitments hereunder, and the repayment in full of all amounts due under this Guarantee shall be unconditionalAgreement, irrespective of:the Company hereby irrevocably waives and releases any and all rights of subrogation, indemnification, reimbursement and similar rights which it may have against or in respect of the Borrowing Subsidiaries at any time relating to the Guaranteed Obligations, including all rights that would result in its being deemed a “creditor” of the Borrowing Subsidiaries under the United States Code as now in effect or hereafter amended, or any comparable provision of any successor statute.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XII2, each Guarantor fully and Subsidiary hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, on a senior, unsubordinated basis, to each Holder and to the Obligations Trustee and its successors and assigns (including, without limitation, a) the full and punctual payment of principal of and interest accruing hereunder after on the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizedSecurities when due, whether at maturity, by acceleration, by redemption or not allowed as a claim in such case). The otherwise, and all other monetary obligations of the Guarantors Company under the Indenture, this Article XII are sometimes referred to as Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture, this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “GuaranteeObligations”). Each Guarantor Subsidiary further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from itsuch Subsidiary, and that it such Subsidiary will remain bound upon its Guarantee hereunder under this Article 2 notwithstanding any such extension or renewal of any Obligation. Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by any Subsidiary shall not exceed the maximum amount that can be hereby guaranteed without rendering the Indenture and this Supplemental Indenture, as they relate to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantor Subsidiary waives presentment presentation to, demand of of, payment from and protest to any Borrower the Company of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. Each Subsidiary waives notice of any default under the Securities or the Obligations. The obligations of the Guarantors each Subsidiary hereunder shall not be affected by (a) the failure of any Lender Holder or the Global Administrative Agent Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any Borrower other Person under the provisions of Indenture, this Agreement Supplemental Indenture, the Securities or any of the other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this AgreementSupplemental Indenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations. Each Guarantor Subsidiary further agrees that its Subsidiary Guarantee hereunder herein constitutes a promise guarantee of payment payment, performance and compliance when due (and not merely a guarantee of collection, ) and waives any right to require that any resort be had by any Lender Holder or the Trustee to any balance security held for payment of the Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and 2.06 of this Supplemental Indenture, the obligations of each Subsidiary hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary herein shall not be discharged or impaired or otherwise affected by the failure of any deposit account Holder or credit on the books of Trustee to assert any Lender in favor of claim or demand or to enforce any Borrower remedy under the Indenture, this Supplemental Indenture, the Securities or any other personagreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary or would otherwise operate as a discharge of such Subsidiary as a matter of law or equity. Each Guarantor Subsidiary further agrees that its obligations Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Subsidiary further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of such Subsidiary’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary for the purposes of this Section. Each Subsidiary also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 2.01.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:

Guarantee. In order to To induce the Lenders Company to extend credit hereunderenter into the Merger Agreement, but subject the Limited Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the provisions Company, on the terms and conditions set forth herein, due and punctual payment, performance and discharge of the final paragraph payment obligations or liabilities of this Article XII, each of Parent and Merger Sub under (a) Section 7.2(b) of the Merger Agreement (the “Parent Fee Obligation”) and (b) the last sentence of Section 5.10 and Section 7.2(d) of the Merger Agreement (the “Other Obligations”); provided that (a) in no event shall the liability of the Limited Guarantor fully and unconditionally and irrevocably guaranteesin respect of the Parent Fee Obligation exceed $4,950,000 (the “Cap”; the Parent Fee Obligation, as a primary obligor and not merely as a suretylimited by the Cap, jointly collectively with the other Guarantors and severallyOther Obligations, the Obligations “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, (including, without limitation, interest accruing hereunder after the commencement b) in no event shall Limited Guarantor be obligated to pay more than 15% of any case Other Obligations arising under the United States Bankruptcy Code 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 any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations delay to satisfy its portion of the Guarantors Parent Fee Obligation) . In furtherance of the foregoing, the Limited Guarantor acknowledges that its liability under this Article XII are sometimes referred Limited Guarantee shall extend to as the “Guarantee”. Each Guarantor further agrees Obligations and that the Obligations may be extended or renewedCompany may, in whole its sole discretion, bring and prosecute a separate action or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each actions against the Limited Guarantor waives presentment to, demand of payment from and protest to any Borrower of any for the full amount of the Obligations, and also waives notice regardless of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy whether action is brought against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwiseParent, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents Merger Sub or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collectionguarantor or Person, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower whether Parent, Merger Sub or any other person. Each 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 Limited Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:the Merger Agreement.

Guarantee. In order to induce the Lenders to extend credit to the Borrowing Subsidiaries hereunder, but subject to and without limiting the provisions of Section 9.01, the final paragraph of this Article XII, each Guarantor fully and hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after of the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Borrowing Subsidiaries. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further also agrees that the Obligations of the Borrowing Subsidiaries may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each The Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the ObligationsObligations of the Borrowing Subsidiaries, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Guarantor hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent Agents to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each The Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower Borrowing Subsidiary or any other person. Each The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations of the Borrowing Subsidiaries, any impossibility in the performance of such Obligations or otherwise and regardless of any law, regulation or order of any jurisdiction, or any other event, affecting any term of any such Obligation or any Lender's rights with respect thereto. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agents or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, except as specifically provided therein, in the performance of the Obligations of the Borrowing Subsidiaries, by any release of any other guarantor, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that its obligations under this Guarantee hereunder shall continue to be unconditionaleffective or be reinstated, irrespective of:as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Borrowing Subsidiaries is rescinded or must otherwise be restored by the Agents or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Agents or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will, upon receipt of written demand by the Agents, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligation. Upon payment by the Guarantor of any sums as provided above, all rights of the Guarantor against any Borrowing Subsidiary arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations, the Guarantor hereby agreeing that it will not assert any claim in respect of such rights until all the Obligations shall have been indefeasibly paid in full.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Each Guarantor fully and unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, to the Administrative Agent, for the ratable benefit of the Secured Parties, as a primary obligor and not merely as a surety, jointly with the other Guarantors due and severally, punctual payment of the Borrower Obligations (includingexcluding, without limitationwith respect to any Guarantor, interest accruing hereunder after the commencement any Excluded Swap Obligations of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such caseGuarantor). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Borrower Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder guarantee notwithstanding any such extension or renewal of any ObligationBorrower Obligations. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any Borrower other Loan Party of any of the Borrower Obligations, and also waives notice of acceptance of its obligations guarantee and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be affected needed from time to time by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the each other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification Party to honor all of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.01 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.01, or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Discharge Date. Each Qualified ECP Guarantor intends that this Section 2.01 constitute, and this Section 2.01 shall be unconditionaldeemed to constitute, irrespective of:a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations and severally, liabilities of the Obligations Issuers under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuers or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or Post-Petition Interest is allowed in such caseproceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuers or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuers; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest and Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuers or any other personGuarantor whether or not a claim for post-filing or Post-Petition Interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to induce the Lenders to extend credit hereunderThe Guarantor hereby irrevocably and unconditionally, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and unconditionally jointly and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly severally with the other Guarantors and severallyGuarantors, guarantees to each holder, the Obligations due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under the United States Bankruptcy Code insolvency, reorganization or any other bankruptcy-related rules or legislation in any country in which a Company is organizedlike proceeding, whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become owing by the Issuer to the holders under the terms and provisions of the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The obligations guarantee in the preceding sentence is an absolute, present and continuing guarantee of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Issuer or any other Obligor or guarantor of the Guarantors under this Article XII are sometimes referred Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Issuer shall fail so to as pay any of such Guaranteed Obligations, the “Guarantee”Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each Guarantor further agrees that the Obligations may be extended or renewed, default in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, Guaranteed Obligations shall give rise to a separate cause of action hereunder and also waives notice separate suits may be brought hereunder as each cause of acceptance of its obligations and notice of protest for nonpaymentaction arises. The obligations Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guarantee Agreement. The Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of the Guarantors hereunder shall not be affected (x) any breach by the failure Guarantor or by the Issuer of any Lender warranty, covenant, term or condition in, or the Global Administrative Agent occurrence of any default under, this Guarantee Agreement, the Notes, the Note Agreement, any other Note Document or any other instrument referred to assert therein, together with all expenses resulting from the compromise or defense of any claim claims or demand liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guarantee Agreement, the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce any right or remedy against any Borrower under defend) the provisions of this Agreement Guarantee Agreement, provided, that the Guarantor shall not be liable for any damage, loss, cost or any expense arising out of the other Loan Documents gross negligence or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification willful misconduct of any holder. The Guarantor further irrevocably and unconditionally indemnifies each holder immediately on demand against any cost, loss or liability suffered by such holder if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the terms loss or provisions of liability under this indemnity will be equal to the amount such holder would otherwise have been entitled to recover. The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations, including [the Parent Guarantor] and any [other] Subsidiary Guarantor. Anything herein or in the Notes, the Note Agreement, any of the other Loan Documents Note Document or any other agreementinstrument referred to therein to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the Notes and the Note Agreement shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable laws relating to the insolvency of debtors. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each The Guarantor agrees that its the obligations under and in respect of the Notes, the Note Agreement and the other Note Documents may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guarantee shall be unconditional, irrespective of:Agreement or affecting the rights and remedies of any holder hereunder.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions hereof, GUARANTOR hereby absolutely, irrevocably and unconditionally guarantees the due and punctual performance, satisfaction, payment and discharge of the final paragraph Guaranteed Obligations to BC HYDRO in accordance with the Agreement. If SUBCO fails to pay any Guaranteed Obligations, GUARANTOR shall forthwith pay to BC HYDRO the amount due in the same currency and manner provided for in the Agreement. This Guarantee shall constitute a guarantee of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor payment and not merely as a surety, jointly of collection. GUARANTOR shall have no right of subrogation with respect to any payments it makes under this Guarantee until all of the Guaranteed Obligations have been paid in full. GUARANTOR’s liability hereunder shall be and is specifically limited to payments expressly required to be made in accordance with the other Guarantors and severallyAgreement (even if such payments are deemed to be damages) and, except to the Obligations (includingextent specifically provided in the Agreement, without limitationin no event shall GUARANTOR be subject hereunder to consequential, interest accruing hereunder after the commencement exemplary, equitable, loss of any case under the United States Bankruptcy Code profits, punitive, tort or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, damages or, except as specifically provided thereinsubject to Section 10 hereof, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreementcosts. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its GUARANTOR’s obligations under this Guarantee hereunder shall be absolute and unconditional, irrespective shall not be subject to any counterclaim, set‐off, deduction or defense based upon any claim GUARANTOR may have against BC HYDRO or SUBCO and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected for any reason whatsoever until the complete performance of the Guaranteed Obligations, including without limitation by reason of:

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully Company hereby irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Company further agrees that the due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor The Company waives presentment to, demand of payment from and protest to any Borrower Borrowing Subsidiary of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower Borrowing Subsidiary under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by ; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents Borrowing Subsidiary Agreement or any other agreement; (c) the failure of any Lender to exercise any right or remedy against any Borrowing Subsidiary; or (d) any law or regulation of any jurisdiction or any other event affecting the term of any of the Obligations. Each Guarantor The Company further agrees that its Guarantee agreement hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company or any other Borrower as a matter of law or equity. The Company further agrees that its obligations under this Guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligation. The Company further agrees that if payment in respect of any Obligation shall be unconditionaldue in a currency other than dollars and/or at a place of payment other than New York and if, irrespective of:by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Obligation in dollars (based upon the applicable exchange rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result of such alternative payment. Upon payment by the Company of any Obligation, each Lender shall, in a reasonable manner, assign the amount of such Obligation owed to it and so paid to the Company, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by the Company, or make such disposition thereof as the Company shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by the Company of any sums as provided above, all rights of Company against any Borrowing Subsidiary arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior payment in full of all the Obligations owed by such Borrowing Subsidiary to the Lenders.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guaranteesguarantees (the “Note Guarantees”), as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations and severally, liabilities of the Obligations Company under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Company or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7), (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Note Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “absence of the endorsement of any notation of such Note Guarantee”. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Company or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Note Guarantee herein and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 10.1.

Guarantee. In order Upon becoming a Guarantor pursuant to induce Section 9.01, each Guarantor, on a joint and several basis, unconditionally guarantees (the Lenders to extend credit hereunderundertaking of each Guarantor contained in this Article IX being the “Guarantee”) the punctual payment when due, but subject to the provisions whether at stated maturity, by acceleration or otherwise, of all Obligations of the final paragraph of Borrower now or hereafter existing under this Article XIIAgreement, each Guarantor fully whether for principal, interest, fees, expenses or otherwise, which Obligations shall include such indebtedness, obligations, and unconditionally liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Borrower under any Debtor Relief Laws, and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, shall include interest accruing hereunder that accrues after the commencement of any case proceeding under any Debtor Relief Laws (such obligations, collectively, being the “Guaranteed Obligations”), and any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any rights under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantee is a guaranty of payment and not of collection. Upon becoming a Guarantor further pursuant to Section 9.01, each Guarantor agrees that that, as between each Guarantor and the Administrative Agent, the Guaranteed Obligations may be extended declared to be due and payable for purposes of the Guarantee notwithstanding any stay, injunction or renewedother prohibition which may prevent, in whole delay or in part, without notice to or further assent from it, vitiate any declaration as regards the Borrower and that it will remain bound upon its Guarantee in the event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by Guarantors for purposes of the Guarantee. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder notwithstanding at any time shall be limited to an aggregate amount equal to the largest amount that would not render such extension Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or renewal conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender similar federal or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:state law.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XIIhereunder and in consideration therefor, each Guarantor fully hereby, jointly and severally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors each Guarantor hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any the Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents Agreement or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any the Borrower or any other person. The obligations of either Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of either Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of either Guarantor or otherwise operate as a discharge of either Guarantor as a matter of law or equity. Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against either Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in immediately available Dollars the amount of such unpaid Obligation. Anything herein to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount which can be guaranteed by such Guarantor under this Guarantee applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in the paragraph below). Each Guarantor hereby agrees that to the extent that either Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be unconditionalentitled to seek and receive contribution from and against the other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of the following paragraph. The provisions of this paragraph shall in no respect limit the obligations and liabilities of either Guarantor to the Administrative Agent and the Lenders, irrespective of:and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder. Upon payment by either Guarantor of any sums as provided above, all rights of either Guarantor against the Borrower arising as a result thereof by way of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations and severally, liabilities of the Obligations Issuers under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuers or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.1 hereof shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuers of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuers or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuers; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuers or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to To induce the Lenders Company to extend credit hereunderenter into the Merger Agreement, but subject the Limited Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the provisions Company, on the terms and conditions set forth herein, due and punctual payment, performance and discharge of the final paragraph payment obligations or liabilities of this Article XII, each of Parent and Merger Sub under (a) Section 7.2(b) of the Merger Agreement (the “Parent Fee Obligation”) and (b) the last sentence of Section 5.10 and Section 7.2(d) of the Merger Agreement (the “Other Obligations”); provided that (a) in no event shall the liability of the Limited Guarantor fully and unconditionally and irrevocably guaranteesin respect of the Parent Fee Obligation exceed $28,050,000 (the “Cap”; the Parent Fee Obligation, as a primary obligor and not merely as a suretylimited by the Cap, jointly collectively with the other Guarantors and severallyOther Obligations, the Obligations “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, (including, without limitation, interest accruing hereunder after the commencement b) in no event shall Limited Guarantor be obligated to pay more than 85% of any case Other Obligations arising under the United States Bankruptcy Code 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 any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations delay to satisfy its portion of the Guarantors Parent Fee Obligation) . In furtherance of the foregoing, the Limited Guarantor acknowledges that its liability under this Article XII are sometimes referred Limited Guarantee shall extend to as the “Guarantee”. Each Guarantor further agrees Obligations and that the Obligations may be extended or renewedCompany may, in whole its sole discretion, bring and prosecute a separate action or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each actions against the Limited Guarantor waives presentment to, demand of payment from and protest to any Borrower of any for the full amount of the Obligations, and also waives notice regardless of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy whether action is brought against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwiseParent, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents Merger Sub or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collectionguarantor or Person, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower whether Parent, Merger Sub or any other person. Each 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 Limited Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:the Merger Agreement.

Guarantee. In order to induce For value received, the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and undersigned hereby unconditionally and irrevocably guarantees, as a primary principal obligor and not merely only as a surety, jointly with to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Guarantors and severally, Obligations of the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case Company under the United States Bankruptcy Code Indenture (as defined below) or any other bankruptcy-related rules or legislation the Note, to the Holder of this Note and the Trustee, all in any country accordance with and subject to the terms and limitations of this Note, Article XIII of the Indenture and this Guarantee. This Guarantee will become effective in which a Company is organized, whether or not allowed as a claim in such case)accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The obligations validity and enforceability of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of any Lender or April 20, 2007, among KAR Holdings, Inc., a Delaware corporation (the Global Administrative Agent “the Company”), the Guarantors from time to assert any claim or demand or time parties thereto and Xxxxx Fargo Bank, National Association, as Trustee. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH GUARANTOR HEREBY AGREES TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE. This Guarantee is subject to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of release upon the terms set forth in the Indenture. KAR HOLDING, INC. By Name: Title: [Guarantors] By Name: Title: [FORM OF CERTIFICATE OF TRANSFER] FOR VALUE RECEIVED the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. (Please print or provisions typewrite name and address including zip code of this Agreementassignee) the within Note and all rights thereunder, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due hereby irrevocably constituting and not merely of collection, and waives any right appointing attorney to require that any resort be had by any Lender to any balance of any deposit account or credit transfer such Note on the books of any Lender the Company with full power of substitution in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:the premises.

Guarantee. In order to induce The undersigned (the Lenders to extend credit hereunder“Guarantor”), but subject for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees (a) the payment when due of all amounts payable by the Buyer to the provisions Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the final paragraph Buyer’s obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a “Guaranteed Obligation” and collectively, the “Guaranteed Obligations”). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Article XIIGuarantee, each including reasonable attorneys’ fees. The Guarantor fully hereby agrees to be bound by, and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severallyshall stand behind, the Obligations (includingcovenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, without limitationnot collection, interest accruing hereunder after and is in no way conditioned upon any requirement that the commencement Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any case under action is brought against the United States Bankruptcy Code Buyer or any other bankruptcy-related rules Person or legislation whether the Buyer or any other Person are joined in any country such action or actions. All payments under this Guarantee shall be made in which a Company is organizedlawful money of the United States, whether or not allowed as a claim in such case)immediately available funds. The obligations Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantors Guarantor to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer’s remedies under this Article XII are sometimes referred Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the “Guarantee”right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation. Each The Guarantor further agrees that hereby waives any and all notice of the Obligations may be extended or renewedcreation, in whole or in partrenewal, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower accrual of any of the Obligations, Guaranteed Obligations and also waives notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations. The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations. This Guarantee constitutes the Guarantor’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and notice of protest for nonpayment. The obligations will not (i) conflict with or result in any violation of the Guarantors hereunder shall not be affected by the failure of any Lender Guarantor’s organizational documents, (ii) conflict with or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification result in a breach of any of the terms and conditions of, or provisions of this Agreementconstitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the other Loan Documents Guarantor or any other agreementof its assets. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collectionAll authorizations from, and waives all notices or filings with, any right Governmental Authority that are necessary to require that any resort be had by any Lender enable the Guarantor to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that execute, deliver and perform its obligations under this Guarantee shall be unconditionalhave been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with. GUARANTOR: HEALTHCARE TRUST OF AMERICA HOLDINGS, irrespective of:LP, a Delaware limited partnership By: Healthcare Trust of America, Inc., its general partner

Guarantee. In order to induce The corporation or individual(s) who guarantee the Lenders to extend credit hereunderobligations of Correspondent under this Agreement by executing the signature lines designated for such purpose at the end of this Agreement (the "Guarantor(s)"), but subject to in consideration of Pensxx'x xxxering into the Agreement, do(es) hereby personally guarantee(s) (jointly and severally, if more than one) the performance by Correspondent of the provisions of the final paragraph Agreement (including without limitation the indemnification provisions of this Article XIISection 10) and shall promptly pay any amount that is not paid by Correspondent to Pensxx xxxer the Agreement. This is an absolute, each Guarantor fully unconditional and unconditionally unlimited guarantee of payment and irrevocably guaranteesmay be proceeded upon by Pensxx xx a Pensxx Xxxemnified Person before filing any action against Correspondent or after any action against Correspondent has been commenced. Guarantor(s) grants to Pensxx x xirst lien and security interest on any and all money and securities of a Guarantor(s) held by Pensxx. Xxnsxx xxxll have the unlimited right to set-off any amounts owed to it by Guarantor(s) against any obligation of Pensxx xx Guarantor(s). Pensxx xxxo shall have the unlimited right to set-off any amounts owed to it by Guarantor(s) against any obligation of Pensxx xx Guarantor(s). Pensxx xxxo shall have the absolute and unlimited right to sell, as a primary obligor and not merely as a suretytransfer, jointly with or liquidate any of the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation assets in any country in which a Company is organized, whether of Guarantor(s)' accounts with Pensxx xxx any amounts owed to it by Correspondent or not allowed as a claim in such caseGuarantor(s). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder Guarantor(s) shall not be discharged or impaired or otherwise affected by the failure of any Lender or the Global Administrative Agent Pensxx xx a Pensxx Xxxemnified Person to assert any claim or assert, claim, demand or to enforce any right remedy under this Agreement, nor by waiver, modification or remedy against any Borrower under the provisions amendment of this Agreement or any compromise, settlement or discharge of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification obligations of any of the terms or provisions of Correspondent under this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance release or impairment of any deposit account or credit on the books of any Lender in favor of any Borrower or any other personcollateral by Pensxx xx a Pensxx Xxxemnified Person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Proprietary and Confidential

Guarantee. In order The Guarantors hereby jointly and severally guarantee to induce each holder of any Senior Note or Senior Notes at any time outstanding and of any Subordinate Note or Subordinate Notes at any time outstanding the Lenders to extend credit hereunderprompt payment in full, but subject to the provisions in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the final paragraph principal of and Make-Whole Amount, if any, and interest on the Senior Notes and Subordinate Notes (including interest on any overdue principal and Make-Whole Amount, if any and including amounts that would become due but for the existence of a proceeding under bankruptcy or insolvency law involving any Obligor) and all other amounts from time to time owing by the Company under this Article XII, each Guarantor fully Agreement and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors Financing Documents to any holder (including costs, expenses and severally, Taxes described in Section 4.1(g)) (such payments being herein collectively called the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case“Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by mandatory or optional prepayment or otherwise) in accordance with the terms of such extension or renewal. All obligations of the Guarantors under this Article XII are sometimes referred to as Section 13 shall survive the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended transfer of any Senior Note or renewed, in whole or in part, without notice to or further assent from itSubordinate Note, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by under this Section 13 with respect to which the failure underlying obligation of the Company is expressly stated to survive payment of any Lender Senior Note or the Global Administrative Agent to assert any claim Subordinate Note shall also survive payment of such Senior Note or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Subordinate Note.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XIIBorrower hereunder, each Guarantor fully hereby irrevocably and unconditionally guarantees the due and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations punctual payment of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee guarantee hereunder notwithstanding any such extension or renewal of any Obligation. This guarantee is subject to release in the manner described in Section 9.02. Each Guarantor waives presentment to, demand of payment from and protest to any the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any the Borrower under the provisions of this Agreement or otherwise; (b) any extension or renewal of any of the other Loan Documents or otherwise, or, except as specifically provided therein, by Obligations; (c) any rescission, waiver, amendment or modification of of, or release from, the Obligations or any of the terms or provisions of this Agreement, ; (d) the failure or delay of any Lender to exercise any right or remedy against any other guarantor of the other Loan Documents Obligations; (e) the failure of any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreementagreement or instrument; (f) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (g) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation. Each Guarantor further agrees that its Guarantee guarantee hereunder constitutes a promise of payment when due due, subject to applicable periods of grace (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender Lender, the Payment Agent or any Issuing Bank to any balance of any deposit account or credit on the books of any Lender Lender, the Payment Agent or any Issuing Bank in favor of any the Borrower or any Subsidiary or any other personPerson. The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Each Guarantor further agrees that its obligations under this Guarantee hereunder shall continue to be unconditionaleffective or be reinstated, irrespective of:as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Lender, the Payment Agent or any Issuing Bank may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Payment Agent, forthwith pay, or cause to be paid, to the Payment Agent, for distribution to the Lenders, the Payment Agent or the Issuing Banks, as appropriate, in cash an amount equal the unpaid principal amount of such Obligation. Upon payment in full by a Guarantor of any Obligation of the Borrower, each Lender shall, in a reasonable manner, assign to such Guarantor, as applicable, the amount of such Obligation owed to such Lender and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by such Guarantor or make such disposition thereof as such Guarantor shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by a Guarantor of any sums as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower to the Lenders.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XII18, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the other Guarantors and severallyNotes, the Trustee and the Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, fees, expenses, indemnities and all other Obligations and liabilities of the Company under this Indenture (including, without limitation, including interest accruing hereunder after the filing of any petition or application in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Company or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.06) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Note Guarantee set forth in this Article XII are sometimes referred to as Section 18.01, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Authorized Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 18.01 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Note Guarantee on the Notes. If an Authorized Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article 18 notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Company of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any Default or Event of Default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 18.02, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee or any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other Person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by the Collateral Agent or any Holder for the Guaranteed Obligations; (e) the failure of the Trustee, the Collateral Agent or any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 18.02 or Section 3.01. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy, insolvency or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition or credit on application in bankruptcy or the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Company or any other personGuarantor whether or not a claim for post filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred by the Collateral Agent, Trustee or the Holders in enforcing any rights under this Section 18.01. Each Guarantor assumes all responsibility for being and keeping itself informed of the Company’s and each other Guarantor’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that its obligations under this Guarantee shall be unconditional, irrespective of:none of the Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

Guarantee. In order As additional consideration for Landlord to induce enter into this Lease, Tenant shall cause Guarantor (as defined in Exhibit K) to execute the Lenders guarantee, attached hereto as Exhibit K and Tenant shall deliver same to extend credit Landlord contemporaneously with Tenant’s execution hereof. Tenant’s failure to deliver such guarantee as required in the preceding sentence shall be an automatic Event of Default under this Lease, with no notice being necessary to Tenant, and Landlord shall be entitled to exercise any and all rights and remedies available to it hereunder, but subject as well as at law or in equity. Additionally, if Tenant fails to deliver such guarantee, Landlord, notwithstanding anything to the provisions of the final paragraph of contrary contained in this Article XIILease, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder a) shall not be affected by required to perform any tenant improvement work in the failure of Premises, (b) shall not be required to make any Lender reimbursements or allowances in connection with any tenant improvement work, (c) shall not be required to pay any brokerage commissions to the Global Administrative Agent to assert any claim broker or demand brokers representing Tenant in connection with this Lease (and Tenant shall indemnify Landlord against all costs, expenses, attorneys’ fees, and other liability for commissions or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, compensation claimed by any rescissionbroker or agent claiming the same by, waiverthrough, amendment or modification of any of the terms or provisions of under Tenant), (d) may terminate this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collectionLease by providing Tenant five days advance written notice thereof, and waives (e) shall not be required to honor any right extension rights, renewal rights, expansion rights, rights of first offer, preferential rights to require that any resort be had by any Lender to any balance lease, or rights of any deposit account or credit on the books of any Lender first refusal set forth in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditionalLease, irrespective of:if any.

Guarantee. In order Notwithstanding the within assignment and amendment of the Agreement, Assignor/Purchaser hereby unconditionally guarantees to induce Vendor the Lenders due and punctual payment of the additional deposits (if any) and the balance of the Purchase Price at the times and in the manner set forth in the Agreement, including without limitation, all monies secured by any Vendor take-back mortgage in connection with the completion of the purchase and sale transaction between Vendor and Assignee, on the express understanding that the liability of Assignor/Purchaser in respect of this guarantee shall subsist and continue, and be correspondingly binding upon Assignor/Purchaser, notwithstanding that Assignee does not execute any escrow or final closing documentation whatsoever (nor receives any notice thereof), and notwithstanding any further or subsequent amendment to extend credit hereunderthe Agreement (which may be made without notice to, but and without the concurrence of, Assignor/Purchaser), and notwithstanding the bankruptcy or insolvency of Assignee, until the outstanding balance of the Purchase Price has been fully paid and satisfied, and nothing whatsoever shall reduce, release or extinguish such liability of Assignor/Purchaser to and in favour of Vendor until the entirety of the Purchase Price has been fully paid to Vendor as aforesaid. Without limiting the generality of the foregoing, it is understood and agreed by the parties hereto that if Assignee defaults in its obligations to pay the additional deposits (if any) and the entire outstanding balance of the Purchase Price (subject to the adjustments outlined in the statement of adjustments on Closing) owing to Vendor and/or otherwise fails to complete the purchase and sale transaction with Vendor in accordance with the provisions of (and at the final paragraph of this Article XIItimes in the manner contemplated by) the Agreement, each Guarantor fully then Vendor shall thereafter be entitled to exercise and unconditionally pursue all rights, remedies and irrevocably guaranteespowers against Assignee and/or Assignor/Purchaser, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder but shall not be affected by the failure of any Lender or the Global Administrative Agent obliged to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collectioneffect tender upon Assignor/Purchaser if Vendor has already effected tender upon Assignee, and waives shall not be obliged to exhaust or pursue any right or all rights, remedies and powers available to require that Vendor against Assignee as a consequence of such default before being entitled to pursue any resort be had by any Lender to any balance and all of any deposit account such rights, remedies and powers against Assignor/Purchaser, or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:vice versa.

Guarantee. In order to induce the Lenders to extend credit hereunderEach Guarantor absolutely, but subject irrevocably and unconditionally guarantees to the provisions of Secured Parties, jointly with the final paragraph of this Article XII, each Guarantor fully other Guarantors (other than the Parent Borrower) and unconditionally and irrevocably guaranteesseverally, as a primary obligor and not merely as a surety, jointly with the other Guarantors due and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations punctual payment and performance of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Guarantor (other than the Parent Borrower) further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder guarantee notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrowers or any Borrower other Loan Party of any of the ObligationsObligation, and also waives notice of acceptance of its obligations guarantee and notice of protest for nonpayment. The Parent Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Secured Parties, the prompt payment when due and payable, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter (other than Obligations that are expressly the obligations of the Guarantors hereunder shall not be affected by Parent Borrower pursuant to the failure terms of any Lender Loan Document, Hedge Agreement Obligations or Cash Management Obligations, which Obligations shall continue to be the Global Administrative Agent primary obligations of the Parent Borrower) (collectively, the “Parent Borrower Guaranteed Obligations”). The Parent Borrower further agrees that the Parent Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to assert or further assent from it, and that it remains bound upon its guarantee notwithstanding any claim such extension or demand or to enforce any right or remedy against any Borrower under the renewal. The provisions of this Agreement or any shall apply equally to the Parent Borrower as guarantor of the other Loan Documents or otherwise, or, except Parent Borrower Guaranteed Obligations as specifically provided therein, by any rescission, waiver, amendment or modification of any to the Guarantors as guarantors of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Obligations.

Guarantee. In order The Guarantor hereby fully and unconditionally guarantees to induce each Holder of Loans, the Lenders Facility Agent on behalf of such Holder, each Service Provider, the Liquidity Facility Provider, any Hedge Provider and each other Secured Party (each, a “Guaranteed Party” and, collectively, the “Guaranteed Parties”), in each case, the due and punctual performance of all obligations of the Borrower to extend credit hereundereach Guaranteed Party under this Intercreditor Agreement and the Related Documents (the “Guaranteed Obligations”), but all in accordance with this Intercreditor Agreement and the other Related Documents. The liability of the Guarantor under this Guarantee is limited to the maximum amount that will result in the obligations of the Guarantor not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. This Guarantee shall be a Guarantee of payment and performance and not merely of collection only. The Guarantor hereby agrees that it shall not be required that any Guaranteed Party assert or enforce any rights against the Borrower or any other person before or as a condition to the obligation of the Guarantor subject to this Guarantee. The Guarantor hereby waives diligence, presentment, filing of claims with a court in the provisions event of merger or bankruptcy of the final paragraph Borrower or any other ACS Bermuda Group Member, any right to require a proceeding first against the Borrower or any other ACS Bermuda Group Member, the benefit of discussion, protest or notice and all demands whatsoever (except as specified above), and covenants that this Article VII shall not be discharged as to any such Loan except by payment in full of the Guaranteed Obligations. The maturity of the Loans and related obligations guaranteed hereby may be accelerated as provided in Article IV for the purposes of this Article XIIVII. In the event of any declaration of acceleration of such obligations as provided in Article IV of this Intercreditor Agreement, each such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor fully and unconditionally and irrevocably guaranteesfor the purpose of this Article VII. In addition, as a primary obligor and not merely as a suretywithout limiting the foregoing provisions, jointly with upon the other Guarantors and severallyeffectiveness of an acceleration under Article IV of this Intercreditor Agreement, the Obligations (Facility Agent shall be entitled to make a demand for payment on the Loans under the Guarantee provided for in this Article VII. The Guarantor hereby waives any claim or other claim or other rights which it may now or hereafter acquire against the Borrower or any other ACS Bermuda Group Member that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Intercreditor Agreement, including, without limitation, interest accruing hereunder after any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of a Guaranteed Party against the commencement of any case under the United States Bankruptcy Code Borrower or any other bankruptcy-related rules or legislation in any country in which a Company is organizedACS Bermuda Group Member, whether or not allowed as a such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other ACS Bermuda Group Member, directly or indirectly, in cash or other property or in any other manner, payment or security on account of such claim or other rights, until all of the Guarantor’s obligations under this Intercreditor Agreement have been satisfied. If any amount shall be paid to the Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have been paid in full, such case)amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, such Guaranteed Party, and shall forthwith be paid to such Guaranteed Party. The Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Loans and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits. Any right which at any time the Guarantor has under the existing or future laws of Bermuda and Ireland to require that recourse be had to the assets of the Borrower or any other ACS Bermuda Group Member before any claim is enforced against the Guarantor in respect of the obligations hereby assumed by the Guarantor, is hereby abandoned and waived and the Guarantor undertakes that if at any time any Guaranteed Party sues the Guarantor in respect of any such obligations and the Borrower or any other ACS Bermuda Group Member is not sued also, the Guarantor shall not claim that the Borrower or any other ACS Bermuda Group Member be made a party to the proceedings and the Guarantor agrees to be bound by this guarantee whether or not the Guarantor is made party to legal proceedings for the recovery of the amount due or owing to such Guaranteed Party as aforesaid by the Borrower and whether the formalities required by any law of Bermuda whether existing or future in regard to the rights or obligations of sureties shall or shall not have been observed. Any right which the Guarantors Guarantor may have under the existing or future laws of Ireland and Bermuda to require that any liability under this Guarantee be divided or apportioned with any other person or reduced in any manner whatsoever is hereby abandoned and waived. The guarantees given by the Guarantor to the Guaranteed Parties pursuant to this Section 7.01 are, for purposes of this Article XII are sometimes VII, hereinafter referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:.

Guarantee. In order to induce (a) On the Lenders to extend credit hereunderIssue Date, but subject BD shall execute and deliver to the provisions Trustee the Parent Guaranty Agreement, pursuant to which the Notes will initially be guaranteed on an unsecured, unsubordinated basis by BD. Pursuant to the BD Guarantee as set forth in the Parent Guaranty Agreement, BD will unconditionally guarantee on an unsecured, unsubordinated basis, the full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of principal of, premium, if any, and interest on the Notes and the other Obligations of the final paragraph of Issuer under this Article XIIIndenture and the Notes. Pursuant to the Parent Guaranty Agreement, each Guarantor fully the BD Guarantee will be automatically and unconditionally terminated and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (includingreleased, without limitationany action on the part of the Trustee, interest accruing hereunder after any Holder of the commencement of any case under the United States Bankruptcy Code Notes or any other bankruptcy-related rules or legislation in any country in which a Company is organizedPerson, whether or not allowed as a claim in such case). The obligations upon the earliest to occur of (i) the consummation of the Guarantors Spin-Off or (ii) the consummation of a legal defeasance or covenant defeasance relating to the Notes as described under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender VIII or the Global Administrative Agent discharge of this Indenture with respect to assert any claim the Notes as described under Article XI or demand or to enforce any right or remedy against any Borrower under otherwise in accordance with the provisions of this Agreement Indenture (the “BD Guarantee Release Condition”; the date upon which the BD Guarantee is terminated and released in accordance with its terms, the “BD Guarantee Release Date”). Any term or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions provision of this AgreementIndenture to the contrary notwithstanding, any the obligations of BD hereunder and under the Parent Guaranty Agreement shall be limited to the maximum amount as will, after giving effect to all other Loan Documents contingent and fixed liabilities of BD, result in the obligations of BD under the BD Guarantee not constituting a fraudulent conveyance or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due fraudulent transfer under federal, foreign, state or provincial law and not merely otherwise being void or voidable under any similar laws affecting the rights of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:creditors generally.

Guarantee. In order to induce TPEG irrevocably guarantees the Lenders to extend credit hereunder, but subject to payment and performance of all covenants of and sums payable by the provisions of Company that arise under this Agreement (the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the "GUARANTEED OBLIGATIONS"). The Guaranteed Obligations (includinginclude, without limitation, interest accruing hereunder after the commencement Base Salary, bonus and all amounts payable upon termination of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which Executive's employment hereunder. TPEG is hereby providing a Company is organized, whether or not allowed as a claim in such case). The obligations guaranty of payment and performance of the Guarantors under this Article XII are sometimes referred Guaranteed Obligations and not to as the “Guarantee”collectibility. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, TPEG's guaranty hereunder is a continuing guaranty for all present and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligationfuture amounts. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder TPEG's guaranty shall not be affected by the failure of by, and shall cover, any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of to this Agreement, any so long as TPEG or the Company's Board of Directors approves such amendment or modification. TPEG's liability hereunder shall continue until all the other Loan Documents or any other agreementGuaranteed Obligations have been paid and satisfied in full. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives TPEG hereby waives: (i) any right to require that any resort be had by any Lender Executive to pursue a remedy before proceeding against TPEG (provided that, with respect to any balance of any deposit account the Guaranteed Obligations that do not relate to the payment or credit on provision of money or benefits, Executive shall first seek recourse against the books Company, and with respect to all other Guaranteed Obligations, Executive shall first provide the Company with 30 days written notice and a reasonable opportunity to cure); (ii) subject to the preceding clause (i), demand, diligence, presentment, and notices of any Lender in favor protest, dishonor and nonpayment; (iii) rights of any Borrower subrogation or any other personreimbursement; and (iv) defenses arising because of Executive's election of the application of Section 1111(b)(2) of the Federal Bankruptcy Code. Each Guarantor TPEG agrees that its Executive may pursue available remedies against the Company without impairing TPEG's obligations under this Guarantee Agreement. TPEG's guarantee shall remain in full force and effect should any of the Company's authorized payments to Executive be unconditionalavoided, irrespective of:set aside or recovered as a preference, fraudulent transfer or fraudulent conveyance, even if TPEG has given notice of revocation prior thereto or if the Company had paid and performed in full the Guaranteed Obligations. TPEG's obligations under this Agreement shall not be altered, limited or affected by any bankruptcy, insolvency, receivership or liquidation proceeding regarding the Company.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and The Company unconditionally and irrevocably guaranteesguarantees the due and punctual payment and performance, when and as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizeddue, whether at maturity, by acceleration, upon one or not allowed as a claim in such case)more dates set for prepayment or otherwise, of the Guaranteed Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Company further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, it and that it will remain bound upon its Guarantee hereunder guarantee notwithstanding any such extension or renewal of any ObligationGuaranteed Obligations. Each Guarantor The Company waives presentment to, demand of payment from and protest to any Borrower the Borrowing Subsidiaries of any of the Guaranteed Obligations, and also waives notice of acceptance of its obligations guarantee and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower the Borrowing Subsidiaries under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by ; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents guarantee or any other agreement; or (c) the failure of any Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. Each Guarantor The Company further agrees that its Guarantee hereunder guarantee constitutes a promise guarantee of payment when due and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security, if any, held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Lender its books, in favor of any Borrower the Borrowing Subsidiaries or any other person. Each Guarantor The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. To the extent permitted by applicable law, the Company waives any defense based on or arising out of any defense available to the Borrowing Subsidiaries, including any defense based on or arising out of any disability of the Borrowing Subsidiaries, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the 41 37 Borrowing Subsidiaries, other than final payment in full of the Guaranteed Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Borrowing Subsidiaries, or any security without affecting or impairing in any way the liability of the Company hereunder except to the extent the Guaranteed Obligations have been fully and finally paid. The Company waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Company against the Borrowing Subsidiaries or any security. The Company further agrees that its obligations guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay or cause to be paid to the Administrative Agent or such Lender in cash the amount of such unpaid Guaranteed Obligation. The Company hereby irrevocably waives and releases any and all rights of subrogation, indemnification, reimbursement and similar rights which it may have against or in respect of the Borrowing Subsidiaries at any time relating to the Guaranteed Obligations, including all rights that would result in its being deemed a "creditor" of the Borrowing Subsidiaries under this Guarantee shall be unconditionalthe United States Code as now in effect or hereafter amended, irrespective of:or any comparable provision of any successor statute.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and Alcoa unconditionally and irrevocably guarantees, as a primary principal obligor and not merely as a surety, jointly with the other Guarantors due and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement punctual payment and performance of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)all Borrowing Subsidiary Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Alcoa further agrees that the Borrowing Subsidiary Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder the provisions of this Article VIII notwithstanding any such extension or renewal of any Borrowing Subsidiary Obligation. Each Guarantor Alcoa waives presentment presentation to, demand of payment from and protest to any Borrower Borrowing Subsidiary of any of the Borrowing Subsidiary Obligations, and also waives notice of acceptance of its obligations the guarantee set forth in this Article VIII and notice of protest for nonpayment. The obligations of the Guarantors Alcoa hereunder shall not be affected by (a) the failure of an Agent or any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower Borrowing Subsidiary under the provisions of this Agreement or any guarantee; (b) any extension or renewal of the other Loan Documents any provision of this Agreement or otherwise, or, except as specifically provided therein, by any guarantee; or (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, Agreement or any of the other Loan Documents guarantee or any other agreement. Each Guarantor Alcoa further agrees that its Guarantee hereunder the guarantee set forth in this Article VIII constitutes a promise guarantee of payment when due and not merely of collection, collection and waives any right to require that any resort be had by any Agent or Lender to any the balance of any deposit account or credit on the books of any Lender the relevant Agent or Lender, as applicable, in favor of any Borrower Borrowing Subsidiary or any other person. Each Guarantor The obligations of Alcoa hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim or waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Borrowing Subsidiary Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Alcoa hereunder shall not be discharged or impaired or otherwise affected by the failure of an Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Borrowing Subsidiary Obligations or by any other act or omission which may or might in any manner or to any extent vary the risk of Alcoa or would otherwise operate as a discharge of Alcoa as a matter of law or equity. Alcoa further agrees that its obligations under this Guarantee guarantee shall continue to be unconditionaleffective or be reinstated, irrespective of:as the case may be, if at any time payment by any Borrowing Subsidiary to an Agent or any Lender, or any part thereof, of principal of or interest on such Borrowing Subsidiary Obligation is rescinded or must otherwise be restored by any Agent or any Lender or any holder of any Borrowing Subsidiary Obligation upon the bankruptcy or reorganization of such Borrowing Subsidiary or otherwise. In furtherance of the foregoing and not in limitation of any other right which an Agent or any Lender may have at law or in equity against Alcoa by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Borrowing Subsidiary Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Alcoa hereby promises to and will, upon receipt of written demand by an Agent, promptly pay, or cause to be paid, to such Agent in cash the amount of such unpaid Borrowing Subsidiary Obligation, and thereupon such Agent shall assign, in any reasonable manner, the amount of the Borrowing Subsidiary Obligation paid by Alcoa pursuant to this guarantee to Alcoa, such assignment to be pro tanto to the extent to which the Borrowing Subsidiary Obligation in question was discharged by Alcoa, or make such other disposition thereof as Alcoa shall direct (all without recourse to an Agent or any Lender and without any representation or warranty by any Agent or Lender). Upon payment by Alcoa of any sums to an Agent as provided above, all rights of Alcoa against the Borrowing Subsidiaries arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Borrowing Subsidiary Obligations.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully Company hereby irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Company further agrees that the due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor The Company waives presentment to, demand of payment from and protest to any Borrower Borrowing Subsidiary of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce or exercise any right or remedy against any Borrower Borrowing Subsidiary under the provisions of this Agreement or any of the other Loan Documents otherwise or otherwise, or, except as specifically provided therein, by (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents Borrowing Subsidiary Agreement or any other agreement. Each Guarantor The Company further agrees that its Guarantee hereunder agreement under this Article IX constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other personPerson. Each Guarantor The obligations of the Company under this Article IX shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company under this Article IX shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company or any other Borrower as a matter of law or equity. The Company further agrees that its obligations under this Guarantee Article IX shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue of this Article IX, upon the failure of any Borrowing Subsidiary to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligation. The Company further agrees that if payment in respect of any Obligation shall be unconditionaldue in a currency other than dollars and/or at a place of payment other than New York and if, irrespective of:by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of any applicable Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, the Company shall make payment of such Obligation in dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result of such alternative payment. Upon payment by the Company of any sums as provided above, all rights of Company against any Borrowing Subsidiary arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by such Borrowing Subsidiary to the Lenders.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully hereby irrevocably and unconditionally guarantees, jointly with the other Guarantor and irrevocably guaranteesseverally, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from itfrom, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower or the other Guarantor of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower or the other Guarantor under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by ; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement; or (c) the failure of any Lender to exercise any right or remedy against any Borrower or the other Guarantor. Each Guarantor further agrees that its Guarantee agreement hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower Borrower, the other Guarantor or any other person. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or any Borrower as a matter of law or equity. Each Guarantor further agrees that its obligations under this Guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or Lender upon the bankruptcy or reorganization of any Borrower or the other Guarantor or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against either Guarantor by virtue hereof, upon the failure of any Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligation. Each Guarantor further agrees that if payment in respect of any Obligation shall be unconditionaldue in a currency other than US Dollars and/or at a place of payment other than New York and if, irrespective of:by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the judgment of the Administrative Agent or Lender, not consistent with the protection of its rights or interests, then, at the election of any applicable Lender, such Guarantor shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Lender against any losses or expenses that it shall sustain as a result of such alternative payment. Upon payment by either Guarantor of any Obligations, each Lender shall, in a reasonable manner, assign the amount of the Obligations owed to it and so paid to such Guarantor, such assignment to be in the amount of such payment of the claim and to the extent to which the Obligations in question were discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by either Guarantor of any sums as provided above, all rights of such Guarantor against any Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations to the Lenders.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and all other Guarantors obligations and severallyliabilities of the Issuer under this Indenture (including without limitation interest (including Additional Interest) accruing after the filing of any petition in bankruptcy, the Obligations (including, without limitation, interest accruing hereunder after or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7), and the Registration Rights Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.1 hereof shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest or Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and The Company unconditionally and irrevocably guaranteesguarantees the due and punctual payment and performance, when and as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizeddue, whether at maturity, by acceleration, upon one or not allowed as a claim in such case)more dates set for prepayment or otherwise, of the Guaranteed Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Company further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, it and that it will remain bound upon its Guarantee hereunder guarantee notwithstanding any such extension or renewal of any ObligationGuaranteed Obligations. Each Guarantor The Company waives presentment to, demand of payment from and protest to any Borrower the Borrowing Subsidiaries of any of the Guaranteed Obligations, and also waives notice of acceptance of its obligations guarantee and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower the Borrowing Subsidiaries under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by ; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents guarantee or any other agreement; or (c) the failure of any Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. Each Guarantor The Company further agrees that its Guarantee hereunder guarantee constitutes a promise guarantee of payment when due and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security, if any, held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Lender its books, in favor of any Borrower the Borrowing Subsidiaries or any other person. Each Guarantor The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, any guarantee or any other agreement, by any waiver or modification of any provision 54 49 thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity. To the extent permitted by applicable law, the Company waives any defense based on or arising out of any defense available to the Borrowing Subsidiaries, including any defense based on or arising out of any disability of the Borrowing Subsidiaries, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowing Subsidiaries, other than final payment in full of the Guaranteed Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Borrowing Subsidiaries, or any security without affecting or impairing in any way the liability of the Company hereunder except to the extent the Guaranteed Obligations have been fully and finally paid. The Company waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Company against the Borrowing Subsidiaries or any security. The Company further agrees that its obligations guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay or cause to be paid to the Administrative Agent or such Lender in cash the amount of such unpaid Guaranteed Obligation. The Company hereby irrevocably waives and releases any and all rights of subrogation, indemnification, reimbursement and similar rights which it may have against or in respect of the Borrowing Subsidiaries at any time relating to the Guaranteed Obligations, including all rights that would result in its being deemed a "creditor" of the Borrowing Subsidiaries under this Guarantee shall be unconditionalthe United States Code as now in effect or hereafter amended, irrespective of:or any comparable provision of any successor statute.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder, and the other Guarantors Trustee the full and severallypunctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations principal of, premium, if any, and interest (including, without limitation, including interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.6) on the Notes and all other obligations and liabilities of the Issuer under this Indenture (including without limitation interest) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The obligations Each Note Guarantee shall be on an unsecured senior basis. Each Guarantor agrees that the Guaranteed Obligations shall (i) rank equally in right of payment with other existing and future senior Indebtedness of each such Guarantor, (ii) be effectively subordinated to all Secured Indebtedness of each such Guarantor to the extent of the Guarantors under value of the assets securing such Indebtedness and (iii) shall be senior in right of payment to all existing and future Subordinated Indebtedness of each such Guarantor. To evidence its Note Guarantee set forth in this Article XII are sometimes referred Section 10.1, each Guarantor hereby agrees that this Indenture (or a supplemental indenture to as this Indenture) and a notation of the “Guarantee”Note Guarantee shall both be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.1 hereof shall remain in full force and effect notwithstanding the absence of the notation of the Note Guarantee on the Notes. If an Officer whose signature is on this Indenture or a supplemental indenture hereto no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Upon execution of a supplemental indenture to this Indenture by the Guarantors, the Note Guarantees set forth in this Indenture shall be deemed duly delivered, without any further action by any Person, on behalf of the Guarantors. Following the Issue Date, the delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture or any supplemental indenture on behalf of the Guarantors. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will shall remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the failure of any Holder to exercise any right or remedy against any other Guarantor; (e) any change in the ownership of the Issuer; (f) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (g) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to induce (a) The undersigned hereby, jointly and severally with the Lenders to extend credit hereunderother Guarantors, but subject to the provisions of the final paragraph of this Article XIIabsolutely, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor guarantee of payment and not merely as a surety, jointly with the other Guarantors and severallyguarantee of collection, the punctual payment when due, whether at scheduled maturity or by acceleration, demand or otherwise, of all of the Guaranteed Obligations; provided that the recourse of the Beneficiary against the Guarantors under the Guarantee at any time will be limited to an aggregate amount equal to the lesser of (i) $1,700,000,000 plus all unpaid interest accrued under the Amended and Restated Credit Agreement through and including such time and (ii) the amount of Obligations (includingas defined in the Amended and Restated Credit Agreement) owing by the Borrowers under the Amended and Restated Credit Agreement at such time. Upon failure by the Obligor to pay punctually any Guaranteed Obligation, without limitation, interest accruing hereunder after the commencement undersigned shall forthwith pay the amount of Guaranteed Obligations not so paid at FRBNY Account. The Beneficiary shall notify the undersigned when payment of any case under Guaranteed Obligation is due hereunder (and the United States amount so due), unless prevented from doing so by applicable law, including any Bankruptcy Code or Law; provided that any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or failure of the Beneficiary to so notify the undersigned shall not allowed as a claim in such case). The affect the obligations of the Guarantors undersigned hereunder or under this Article XII are sometimes referred to as the “Guarantee”Guaranee. Each Guarantor further agrees that Without limiting the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any generality of the Obligationsforegoing, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations the undersigned’s liability shall extend to all amounts that constitute part of the Guarantors hereunder Guaranteed Obligations and would be owed by any Loan Party to the Beneficiary but for the fact that they are unenforceable, rejected, rejectable or otherwise not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party. In furtherance of the foregoing, the undersigned hereby agrees to make payments of principal and interest in respect of the Term Loans to the FRBNY Account set forth in the Amended and Restated Credit Agreement and each payment of principal of the Term Loans shall not be affected credited against and reduce on a dollar-for-dollar basis the maximum amount of the Guarantors’ obligations under the Guarantee. For the avoidance of doubt, any and all payments by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower undersigned under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:made free and clear of and without deduction for any Indemnified Taxes or Other Taxes as though such payment were made pursuant to Section 2.12 of the Parent Facility and the undersigned were a Borrower thereunder.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and that executes this Indenture or a supplemental indenture hereto will fully, unconditionally and irrevocably guaranteesguarantee, as a primary obligor and not merely as a surety, jointly and severally with the each other Guarantors and severallyGuarantor, to each Holder, the Obligations Trustee and the Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Issuer under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post‑filing or post‑petition interest is allowed in such caseproceeding and the obligations under Section 7.7 and Section 12.7(z)), (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Note Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post‑filing or post‑petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Note Guarantee herein, and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all reasonable out-of-pocket fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 10.1.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XII2, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, on a junior subordinated unsecured basis, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder, and the other Guarantors and severallyTrustee, the Obligations full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations and liabilities of the Company under the Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Company or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The obligations Pursuant to the provisions of Article 3 of this First Supplemental Indenture, the Guarantors under this Article XII are sometimes referred Note Guarantee issued by any Guarantor shall be a junior subordinated unsecured obligation of such Guarantor and shall be subordinated in right of payment to as the “Guarantee”all existing and future Senior Debt of such Guarantor, if any. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article 2 notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Company of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 2.3, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against the Company or any Borrower other person under the provisions of this Agreement Indenture, the Securities or any of the other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreementthe Indenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 2.3 of this First Supplemental Indenture. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations then due and owing and (2) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Company or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of its obligations under this Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall be unconditional, irrespective of:forthwith become due and payable by the Guarantor for the purposes of its Note Guarantee.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each The Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Guarantor hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each The Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise and regardless of any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or any Lender's rights with respect thereto, including, without limitation, (a) any law, rule or policy that is now or hereafter promulgated by any Governmental Authority (including, without limitation, any central bank) or regulatory body that may adversely affect any Borrower's ability or obligation to make, or any Lender's right to receive, such payments, (b) any nationalization, expropriation, war, riot, civil commotion or other similar event, (c) any inability to convert any currency into the currency of payment of such Obligation or (d) any inability to transfer funds in the currency of payment of such Obligation to the place of payment therefor. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, except as specifically provided therein, in the performance of the Obligations, by any release of any other guarantor, or by any other act or omission which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that its obligations under this Guarantee hereunder shall continue to be unconditionaleffective or be reinstated, irrespective of:as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of any Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligation. Upon payment by the Guarantor of any Obligations, each Lender shall, in a reasonable manner, assign the amount of the Obligations owed to it and so paid to the Guarantor, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by the Guarantor, or make such disposition thereof as the Guarantor shall direct (all without recourse to and without any representation or warranty by any Lender). Upon payment by the Guarantor of any sums as provided above, all rights of the Guarantor against any Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations.

Guarantee. In order Parent, intending to induce be legally bound, hereby absolutely, irrevocably and unconditionally guarantees the Lenders due and punctual payment and performance of all of the obligations of Borrower and AcquisitionCo under this Agreement, including to extend credit hereunder, but subject deliver the Maximum CRP Payment to the provisions Escrow Agent, to pay the principal amount of the final paragraph of this Article XIILoan, each Guarantor fully the Accrued Interest, any Loan Penalties and unconditionally and irrevocably guaranteesany Payment Shortfall when, as a primary obligor and not merely as a suretyif such payments become due, jointly with the other Guarantors and severallyall indemnification obligations under this Agreement (collectively, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case“Guaranteed Obligations”). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewedParent hereby waives diligence, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment topresentment, demand of payment from and protest to any Borrower of any of the Obligationspayment, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwisefiling objections with a court, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require proceeding first against Parent, Borrower or AcquisitionCo, any right to require the prior disposition of the assets of Parent, Borrower or AcquisitionCo to meet their respective obligations, notice, protest and all demands whatsoever. Parent acknowledges and agrees that any resort such guarantee shall be had by any Lender to any balance a guarantee of payment and performance and not of collection and shall not be conditioned or contingent upon pursuit of any deposit account remedies against AcquisitionCo or credit on Borrower. If AcquisitionCo or Borrower shall default in the books due and punctual payment and performance of any Lender the Guaranteed Obligations, Parent will forthwith perform or cause to be performed such Guaranteed Obligations at its sole cost and expense. This guarantee may not be revoked or terminated and shall remain in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee full force and effect without interruption and shall be unconditional, irrespective of:binding on Parent (and its successors and assigns) with respect to AcquisitionCo (and its successors and assigns) and Borrower (and its successors and assigns) until the Guaranteed Obligations have been satisfied in full.

Guarantee. In order to induce the Lenders to extend credit hereunderThe Company hereby unconditionally, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and unconditionally absolutely and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly the repayment to each Lender, when due pursuant to the terms and conditions of this Agreement, of the amount of any Loan made pursuant to this Agreement to a Borrowing Subsidiary, together with accrued interest on such Loan, at the other Guarantors place and severallyin the currency and manner specified in this Agreement; provided, however, that before any amount shall be deemed due and payable pursuant to this Guarantee, the Obligations (includingAdministrative Agent must first give notice to the Company of the nonpayment thereof by the Borrowing Subsidiary at the request of the relevant Lender, without limitationand the Company shall have five Business Days from the receipt of such notice to cure or cause to be cured any and all such nonpayments. The Company’s obligations hereunder constitute a guaranty of payment and not of collection merely. The Company hereby waives notice of, interest accruing hereunder after and consents to, any extensions of time of payment, renewals, compromises, settlements, releases or other indulgences from time to time granted by the commencement Lenders in respect of any case under Loans made to Borrowing Subsidiaries. Except as otherwise provided in this Article IX, the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizedhereby waives presentment, whether or not allowed as a claim in such case)protest, demand of payment, notice of dishonor and all notices and demands whatsoever. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Company hereunder shall not be released, discharged or otherwise affected by (i) any change in the failure corporate existence or constitution, structure or ownership of any Borrowing Subsidiary or the Company, (ii) any insolvency, bankruptcy, reorganization or similar proceeding affecting the Borrowing Subsidiary or its assets or the Company or (iii) the existence of any claim, set-off or other rights which the Company may have at any time against any Lender or any other Person. If at any time any payment of any obligation guaranteed hereunder is rescinded or must otherwise be restored or returned upon the Global Administrative Agent insolvency, bankruptcy or reorganization of a Borrowing Subsidiary or otherwise, the Company’s obligations under this Article IX with respect to assert such payment shall be reinstated at such time as though such payment had not been made. If acceleration of the time for payment of any claim amount payable by any Borrowing Subsidiary under this Agreement or demand its Loans is stayed upon any bankruptcy, insolvency or reorganization of such Borrowing Subsidiary or otherwise, all such amounts otherwise subject to enforce any right or remedy against any Borrower acceleration under the provisions terms of this Agreement or shall nonetheless be payable by the Company pursuant to this Article IX in accordance with the terms hereof. The Company shall not exercise any of its subrogation rights with respect to amounts paid to a Lender pursuant to this Article IX until all amounts guaranteed hereunder payable to any Lender have been paid in full and the other Loan Documents or otherwiseCommitments have terminated. Following such payment in full and termination of the Commitments, orthe Company shall be entitled to subrogation in the Lenders’ rights and, except as specifically provided thereinupon the reasonable request of the Company, each Lender agrees to cooperate with the Company in enforcement of the Company’s subrogation rights, including the transfer and delivery by any rescission, waiver, amendment or modification such Lender to the Company of any and all related evidence of indebtedness within the terms possession or provisions control of such Lender. The Administrative Agent shall give notice to the Company pursuant to the proviso set forth in the first sentence of this Agreement, any of Article promptly upon being requested to do so by the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:relevant Lender.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee and the Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and all other Guarantors obligations and severallyliabilities of the Company under this Indenture (including without limitation interest (including Additional Interest) accruing after the filing of any petition in bankruptcy, the Obligations (including, without limitation, interest accruing hereunder after or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Company or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post‑filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7), and the Registration Rights Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest or Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Company or any other personGuarantor whether or not a claim for post‑filing or post‑petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, Agent or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Subsidiary Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the other Guarantors Securities, to the extent lawful, and severallythe Trustee the full and punctual payment when due, whether at final maturity, by acceleration, by redemption or otherwise, of the Obligations. Each Subsidiary Guarantor agrees that the Obligations (includingwill rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, without limitation, interest accruing hereunder after except to the commencement of any case under extent such other Indebtedness is subordinate to the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuers of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuers or any of other person under this Indenture, the Securities or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; (f) any change in the ownership of the Issuers; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor or otherwise in compliance with Section 4.1, Section 10.2 or Article VIII, as applicable. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Obligations when and as the same shall become due, whether at final maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Obligations then due and owing (but only to the extent not merely of collectionprohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and waives the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any right stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. Each Subsidiary Guarantor also agrees to require pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. The delivery of any Security by the Trustee, after authentication thereof hereunder, shall constitute delivery of the Subsidiary Guarantees set forth in this Indenture or any supplemental indenture on behalf of a Subsidiary Guarantor. Neither any Issuer nor any Subsidiary Guarantor shall be required to make a notation on any Security to reflect the Subsidiary Guarantees. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that any resort be had by any Lender a notation thereof is not affixed to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:particular Security.

Guarantee. In order GRP&E/BCS SpinCo hereby agrees to induce cause the Lenders Prospective Owner to extend credit perform all of its representations, warranties, covenants, obligations, agreements and undertakings made or required to be performed by the Prospective Owner under this Second Supplement. As a material inducement to the Borrower’s willingness to enter into this Second Supplement and perform its obligations hereunder, but subject GRP&E/BCS SpinCo (a) hereby unconditionally guarantees to the provisions Borrower the full performance and payment by the Prospective Owner of each of its covenants, obligations and undertakings under this Second Supplement (such covenants, obligations and undertakings, the “Guaranteed Obligations”) and (b) shall be liable for any breach of any representation, warranty, covenant or obligation of the final paragraph Prospective Owner under this Second Supplement. GRP&E/BCS SpinCo hereby represents, acknowledges and agrees that any breach of, or other failure to perform, any such representation, warranty, covenant, obligation, agreement or undertaking of the Prospective Owner shall also be deemed to be a breach or failure to perform by GRP&E/BCS SpinCo, and the Borrower shall have the right, exercisable in its sole discretion, to pursue any and all available remedies it may have arising out of any such breach or nonperformance directly against either or both of GRP&E/BCS SpinCo and the Prospective Owner in the first instance. This is a guarantee of payment and performance and not collectability. GRP&E/BCS SpinCo hereby waives diligence, presentment, promptness, demand of performance, notice of acceptance of this Article XIIguarantee, each Guarantor fully notice of non-performance, default, dishonor and unconditionally protest, notice of any Guaranteed Obligations incurred, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, all suretyship defenses, filing of any claim, any right to require any proceeding first against the Prospective Owner, protest, notice and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly all demands whatsoever in connection with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement performance of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation its obligations set forth in any country in which a Company is organized, whether or not allowed as a claim in such case)this Second Supplement. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further GRP&E/BCS SpinCo agrees that the Guaranteed Obligations may shall not be extended discharged except by complete performance or renewedpayment of the Guaranteed Obligations, as applicable, and that the obligations of GRP&E/BCS SpinCo hereunder shall not be released or discharged, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension otherwise affected by (i) the failure or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any delay on the part of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent Borrower to assert any claim or demand or to enforce any right or remedy against the Prospective Owner or GRP&E/BCS SpinCo; (ii) any Borrower under change in the provisions time, place or manner of this Agreement or payment of any of the other Loan Documents Guaranteed Obligations or otherwise, or, except as specifically provided therein, by any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this AgreementSecond Supplement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the other Loan Documents Guaranteed Obligations; (iii) any change in the corporate existence, structure or ownership of GRP&E/BCS SpinCo, Prospective Owner or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise person interested in the transactions contemplated by this Second Supplement; or (iv) the adequacy of any other means Borrower may have of obtaining payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender or performance related to any balance of the Guaranteed Obligations. If at any deposit account time payment or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations performance under this Guarantee Second Supplement is rescinded or must be otherwise restored or returned by the Borrower upon the insolvency, bankruptcy or reorganization of the Prospective Owner or GRP&E/BCS SpinCo or otherwise, GRP&E/BCS SpinCo’s obligations hereunder with respect to such payment or performance shall be unconditionalreinstated upon such restoration or return being made by the Borrower, irrespective of:all as though such payment had not been made. GRP&E/BCS SpinCo acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Second Supplement.

Guarantee. In order to induce the Lenders Lenders, the Issuing Banks and the Swingline Lender to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XIIBorrower hereunder, each Guarantor fully hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and irrevocably guaranteesseverally, as a primary obligor and not merely as a surety, jointly with the other Guarantors due and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations punctual payment and performance of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any Borrower other Loan Party of any of the Obligations, and also waives notice of acceptance of its obligations guarantee and notice of protest for nonpayment. The obligations of the Guarantors each Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent, any Lender Lender, any Issuing Bank or the Global Administrative Agent Swingline Lender to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Agreement, any other Loan Document or otherwise, (b) any extension or renewal of any of the other Loan Documents or otherwiseObligations, or, except as specifically provided therein, by (c) any rescission, waiver, amendment or modification of of, or any release from (other than an express, written release), any of the terms or provisions of this Agreement, or any other Loan Document or agreement, including with respect to any other Guarantor hereunder, (d) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations, (e) any decree or order, or any law or regulation of any jurisdiction or event affecting any term of an Obligation or (f) any other Loan Documents act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of a Guarantor as a matter of law or equity or which would impair or eliminate any right of each Guarantor to subrogation or any other agreementcircumstance that might constitute a defense of each Guarantor or the Borrower. Each Guarantor further agrees that its Guarantee agreement hereunder constitutes a promise guarantee of payment when and in the amount due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection or the acceleration of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender to any balance of any deposit account or credit on the books of the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender in favor of any the Borrower or any other personPerson. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all Obligations, whether currently existing or hereafter incurred. The obligations of each Guarantor, and the claims of the Lenders, the Administrative Agent, the Issuing Banks and the Swingline Lender against each Guarantor, hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise (other than the indefeasible payment in full of all the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise (other than for the indefeasible payment in full of all the Obligations). Each Guarantor further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender, forthwith pay, or cause to be paid, to the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. Upon payment by each Guarantor of any sums as provided above, all rights of each Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower hereunder. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (ii) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (x) applicable law or (y) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under Guarantees by such parties. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to the final paragraph of this Article X), the Borrower agrees that in the event a payment in respect of any obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment. Each Guarantor (a “Contributing Party”) agrees (subject to the final paragraph of this Article X) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided hereunder, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date of the most recent fiscal quarter of Blackstone Group ended prior to the date of this Agreement (or, in the case of any Eligible Additional Guarantor added as a Guarantor after the date hereof, the most recent fiscal quarter of Blackstone Group ended prior to the date such Eligible Additional Guarantor became a Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on such date. Any Contributing Party making any payment to a Claiming Party pursuant to this paragraph shall (subject to the final paragraph of this Article X) be subrogated to the rights of such Claiming Party under the preceding paragraph to the extent of such payment. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under the preceding two paragraphs and all other rights of the Guarantors of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by the preceding two paragraphs (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. Each Guarantor hereby agrees that all Indebtedness and other monetary obligations owed by it to, or to it by, any other Loan Party shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. The provisions of this Article X shall not affect or limit the ability of the Guarantors or the Subsidiaries to enter into and consummate Permitted Reorganization Transactions, and a Guarantor shall be released from its obligations under this Guarantee shall be unconditionalArticle X if, irrespective of:as a result of a Permitted Reorganization Transaction, it is no longer a holding company for Equity Interests in Core Business Entities and assets of Core Businesses.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, to the extent lawful, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations of the Company under this Indenture and severally, the Obligations Notes (including, without limitation, interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Company or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such case). The proceeding and the obligations of under Section 7.6) (all the Guarantors under this Article XII are sometimes referred to as foregoing being hereinafter collectively called the “GuaranteeGuarantor Obligations”). Each Guarantor further agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will shall remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guarantor Obligation. Each Guarantor waives presentment (to the extent lawful) presentation to, demand of of, payment from and protest to any Borrower the Company of any of the Obligations, Guarantor Obligations and also waives notice of acceptance of its obligations and (to the extent lawful) notice of protest for nonpayment. The Each Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guarantor Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. Except as set forth in Section 4.2, Section 10.2 and Article VIII hereof, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes, or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.2, Section 10.2 or Article VIII hereof. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Company or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee Section. Neither the Company nor the Guarantors shall be unconditionalrequired to make a notation on the Notes to reflect any Guarantee or any release, irrespective of:termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Subsidiary Guarantor fully and hereby fully, unconditionally and irrevocably guaranteesGuarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the other Guarantors Securities, to the extent lawful, and severallythe Trustee the full and punctual payment when due, whether at final maturity, by acceleration, by redemption or otherwise, of the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors Company under this Article XII are sometimes referred to as the “Guarantee”Indenture. Each Subsidiary Guarantor agrees that such Obligations will rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is subordinate to such Obligations. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Company of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by by: (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other Person under this Indenture, the Securities or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee as provided in Section 10.2. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee hereunder constitutes a promise shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. 106 In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at final maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not merely of collectionprohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and waives the Holders, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any right to require that any resort be had by any Lender to any balance stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby and (y) in the event of any deposit account such declaration of acceleration of such Obligations, such Obligations (whether or credit on not due and payable) shall forthwith become due and payable by the books Subsidiary Guarantor for the purposes of any Lender in favor of any Borrower or any other personthis Subsidiary Guarantee. Each Subsidiary Guarantor also agrees that its obligations to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section. Each Subsidiary Guarantee shall be unconditionalevidenced by the execution of this Indenture or a supplement thereto by a duly authorized officer on behalf of such Subsidiary Guarantor. Neither the Company nor the Subsidiary Guarantors shall be required to make a notation on the Securities to reflect any Subsidiary Guarantee or any release, irrespective of:termination or discharge thereof, and any such notation shall not be a condition to the validity of any Subsidiary Guarantee.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guaranteesguarantees (the “Note Guarantees”), as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the other Guarantors and severallyNotes, the Trustee and the Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, fees, expenses, indemnities and all other Obligations and liabilities of the Issuer under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition or application in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The obligations To evidence its Note Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the Guarantors under endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Article XII are sometimes referred to as Indenture no longer holds that office at the “Guarantee”time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise; (b) any extension or renewal of any thereof; (c) subject to Section 9.2, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) subject to Section 10.2(b), the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy, insolvency or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee on behalf of itself, the Holders and the Collateral Agent an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest, if any, on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition or credit on application in bankruptcy or the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Note Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 10.1.

Guarantee. In order to induce Each Guarantor unconditionally guarantees, jointly with the Lenders to extend credit hereunder, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully other Guarantors and unconditionally and irrevocably guaranteesseverally, as a primary obligor and not merely as a surety, jointly with the other Guarantors due and severallypunctual payment of the Obligations, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizedwhen and as due, whether at maturity, by acceleration, upon one or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”more dates set for prepayment or otherwise. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder guarantee notwithstanding any such extension or renewal of any Obligation. Each Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor waives presentment to, demand hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of payment from and protest to any Borrower of any Title 11 of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of United States Code or any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any applicable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of the other Loan Documents such Guarantor, contingent or otherwise, orthat are relevant under the Fraudulent Transfer Laws (specifically excluding, except however, any liabilities of such Guarantor (a) in respect of intercompany indebtedness to the Borrower or Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (b) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee contains a limitation as specifically provided thereinto maximum amount similar to that set forth in this paragraph, by any rescission, waiver, amendment or modification pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the terms or provisions Borrower of this obligations arising under Guarantees by such parties (including the Indemnity, Subrogation and Contribution Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:).

Guarantee. In order Subject to induce Section 10.05, the Lenders to extend credit hereunder, but subject Guarantor hereby unconditionally guarantees to the provisions Holders from time to time of the final paragraph Securities (a) the full and prompt payment of the principal of and any premium on any Security when and as the same shall become due, whether at the Stated Maturity thereof, by acceleration, redemption or otherwise, and (b) the full and prompt payment of any interest on and any Additional Amounts with respect to any Security when and as the same shall become due, subject in each case to any applicable grace period. Each payment by the Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as Indenture. The Guarantee hereunder constitutes a primary obligor guarantee of payment and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)collection. The obligations of the Guarantors under Guarantor hereunder with respect to a series of Securities shall be absolute and unconditional and, subject to Article VIII, shall remain in full force and effect until the entire principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of such series shall have been paid or provided for in accordance with the provisions of such series and of this Article XII are sometimes referred to as Indenture, irrespective of the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended validity, regularity or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal enforceability of any ObligationSecurity of such series or this Indenture, any change or amendment thereto, the absence of any action to enforce the same, any waiver or consent by the Trustee or the Holder of any Security of such series with respect to any provision of such Security or this Indenture, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances that may otherwise constitute a legal or equitable discharge or defense of the Guarantor. Each The Guarantor hereby waives presentment to, or demand of payment or notice to the Guarantor with respect to such Security and the obligations evidenced thereby or hereby. The Guarantor further waives any right of set-off or counterclaim it may have against any Holder of a Security arising from and protest any other obligations any such Holder may have to any Borrower the Company or the Guarantor. It is the intention of the Guarantor that the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any of Bankruptcy Law, the ObligationsUniform Fraudulent Conveyance Act, and also waives notice of acceptance of its obligations and notice of protest for nonpaymentthe Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantee. The To effectuate the foregoing intention, the obligations of the Guarantors Guarantor hereunder shall not be affected by limited to the failure of any Lender or the Global Administrative Agent maximum amount as will, after giving effect to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any such maximum amount and all other contingent and fixed liabilities of the Guarantor (other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any than guarantees of the terms or provisions Guarantor in respect of this Agreementsubordinated debt) that are relevant under such laws, any result in the obligations of the other Loan Documents Guarantor hereunder not constituting a fraudulent transfer or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:conveyance.

Guarantee. In order to induce the Lenders to extend credit hereunder(a) The Subsidiary Guarantor hereby absolutely, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severallypunctual payment when due, whether at stated maturity, by acceleration or otherwise, of all (i) Obligations of the Borrower to the Agent, the Obligations Lenders, the Supplemental Guarantor, the Govco Administrative Agent, the Loan Administrator or the Board (includingtogether with their respective permitted successors and assigns, without limitationeach individually, interest accruing hereunder after a "Guaranteed Party" and collectively, the commencement "Guaranteed Parties") arising under or in respect of the Loan Documents or the Notes (collectively, the "Agreements") now or hereafter existing or arising, whether for principal, interest, fees, expenses or otherwise, including for amounts owed to the Board or any of its permitted successors and assigns as a result of a payment under the Board Guarantee, and (ii) any and all expenses (including reasonable counsel fees and expenses) actually incurred by any Guaranteed Party in enforcing any rights under this Subsidiary Guarantee (all of the foregoing, collectively, the "Guaranteed Obligations"). It is the intention of the parties hereto that in no event shall the Subsidiary Guarantor's obligations under this Subsidiary Guarantee constitute or result in a violation of any case applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that this Subsidiary Guarantee would, but for the preceding sentence, constitute or result in such violation, then the liability of the Subsidiary Guarantor under this Subsidiary Guarantee shall be reduced to the maximum amount permissible under the United States Bankruptcy Code applicable fraudulent conveyance or similar laws. The Subsidiary Guarantor agrees that in the event that any payment shall be required to be made by it under this Subsidiary Guarantee and by the Parent pursuant to the Parent Guarantee or any other bankruptcySubsidiary pursuant to other Subsidiary Guarantees (as applicable), it will contribute, to the maximum extent permitted by applicable fraudulent conveyance or similar laws, in order that such contribution will not result in a fraudulent transfer or conveyance, such amount to the Parent and/or such other Subsidiaries so as to maximize the aggregate amount paid to the Agent, the Lenders and the Board under this Subsidiary Guarantee, the Parent Guarantee and the Notes. Any and all payments by the Subsidiary Guarantor hereunder shall be made free and clear of and without deduction for any set-related rules off or legislation counterclaim, or Taxes as and to the extent provided in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations Section 2.12 of the Guarantors under this Article XII are sometimes referred Loan Agreement as if each reference to as the “Guarantee”. Each Guarantor further agrees that "Borrower" therein were a reference to the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Subsidiary Guarantor.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject a. As a material inducement to the provisions of Company’s willingness to enter into the final paragraph of this Article XIIMerger Agreement and perform its obligations thereunder, each Guarantor fully and unconditionally and irrevocably guaranteesGuarantor, intending to be legally bound as a primary obligor and not merely as a surety, jointly with hereby, absolutely, irrevocably and unconditionally guarantees to the other Guarantors Company the due and severallypunctual payment of any and all liabilities and obligations of Parent and Merger Sub under or pursuant to the Merger Agreement, the Obligations (including, without limitation, interest accruing hereunder after the commencement Merger Sub’s obligations to pay (i) at the Offer Closing, the Offer Price for each Share validly tendered pursuant to the Offer, (ii) at the Effective Time, the Merger Consideration, any other payment pursuant to Articles I, II and III of the Merger Agreement and any and all other amounts payable pursuant to any other Section thereof, and (iii) any and all damages, losses, costs and expenses arising out of or related to any breach of the Merger Agreement by Parent or Merger Sub (collectively, together with the non-payment obligations of Parent or Merger Sub pursuant to the Merger Agreement, the “Guaranteed Obligations”), in each case regardless of any case automatic stay under bankruptcy law or similar concept that prevents the United States Bankruptcy Code Company from pursuing any remedies against Parent or any other bankruptcyMerger Sub. Notwithstanding the foregoing sentence, the Guarantor also agrees to cause Parent and Merger Sub to perform all of their respective non-related rules payment obligations pursuant to the Merger Agreement. If the Parent or legislation Merger Sub fails to discharge its Guaranteed Obligations when due in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations accordance with the applicable terms of the Guarantors under this Article XII are sometimes referred Merger Agreement, then the Company may at any time and from time to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewedtime, in whole or in part, without notice to or further assent from itits sole discretion, and that it will remain bound upon its Guarantee so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest under applicable law to any Borrower of collect any of the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations Guarantor shall pay, or cause to be paid, the Company not later than the third day following receipt of a written notice by the Guarantors hereunder shall not be affected by Company of the failure of the Parent or Merger Sub to pay any Lender or all of the Global Administrative Agent to assert any claim Guaranteed Obligations in accordance with the Merger Agreement, the full amount then due and payable by Parent or demand or to enforce any right or remedy against any Borrower Merger Sub under the provisions of this Merger Agreement or any of in cash by wire transfer to the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender set forth in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:such notice.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Subsidiary Guarantor fully and hereby fully, unconditionally and irrevocably guaranteesGuarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the other Guarantors Securities, to the extent lawful, and severallythe Trustee the full and punctual payment when due, whether at final maturity, by acceleration, by redemption or otherwise, of the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors Company under this Article XII are sometimes referred to as the “Guarantee”Indenture. Each Subsidiary Guarantor agrees that such Obligations will rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is subordinate to such Obligations. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Company of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by by: (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other Person under this Indenture, the Securities or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee as provided in Section 10.2. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee hereunder constitutes a promise shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at final maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Obligations then due and owing (but only to the extent not merely of collectionprohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and waives the Holders, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any right to require that any resort be had by any Lender to any balance stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby and (y) in the event of any deposit account such declaration of acceleration of such Obligations, such Obligations (whether or credit not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section. Neither the Company nor the Subsidiary Guarantors shall be required to make a notation on the books Securities to reflect any Subsidiary Guarantee or any release, termination or discharge thereof, and any such notation shall not be a condition to the validity of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Subsidiary Guarantee.

Guarantee. In order to induce All FILLED water and oil-based products produced by GAR, except as noted below, will carry a 1 Year Guaranteed shelf life against bacterial contamination and spoilage provided Buyer complies with proper storage requirements for the Lenders to extend credit hereunderproduct delivered. GAR otherwise excludes all warranties of merchantability or fitness for a particular purpose unless specifically stated in the Contract. As allowed by Commercial Code § 2316, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or states in part, without notice “to exclude or further assent from itmodify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that it "There are no warranties which extend beyond the description on the face hereof." As such, again, there are no warranties which extend beyond the description on the face hereof. All products provided by GAR are on an "as is" and an "as available" basis unless otherwise specifically agreed to in writing. More often than not, Buyer provides the basic formula or product line required and although such may be modified by GAR, at Buyers request and consent, the product cannot be warranted for fitness for a particular purpose, merchant ability, or other form or use. Moreover, GAR will remain bound not guarantee, nor warrant the appropriateness of any packaging supplied by the Buyer unless GAR is specifically contracted to inspect and approve the packaging, and even then, any guarantee is as to the adequacy of the product's shelf life in the package and not for any other marketing or sales requirements. It is Xxxxx's responsibility to examine any product delivered by GAR for any damage, defect or shortage. Failure of Buyer to notify GAR within ninety (90) days of any issue in this regard is a waiver by Xxxxx of any claim related thereto. All claims for any cause whatsoever (whether such shall be based on a contract, negligence, strict liability, customer dissatisfaction and/or any tort or otherwise related thereto) shall be deemed waived unless made in writing and received by GAR within 366 days after Xxxxx's receipt of the product. Any claim for non-delivery shall be made within ninety (90) days of the date upon its Guarantee hereunder notwithstanding which products were agreed to be delivered. Failure of GAR to receive written notice of any such extension claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of such claim irrespective of whether the facts giving rise to such claim shall have been discovered or renewal of any Obligation. Each Guarantor waives presentment towhether processing, demand of payment from and protest to any Borrower of any further manufacture, other use or other resale of the Obligationsproducts shall have taken place. GAR is unable to offer ANY Guarantee or return policy for the following categories of products. These Categories are: Perfumes, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwiseColognes, orPolish Removers OR ANY CUSTOMER SUPPLIED FORMULAS, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:RAW MATERIALS AND/OR FINISHED PRODUCTS.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee and the Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and all other Guarantors obligations and severallyliabilities of the Issuer under this Indenture (including without limitation interest (including Additional Interest) accruing after the filing of any petition in bankruptcy, the Obligations (including, without limitation, interest accruing hereunder after or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7), and the Registration Rights Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest or Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, Agent or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. For value received, American DG Energy Inc., a corporation organized under the laws of the State of Delaware (herein called the “Guarantor,” which term includes any successor corporation under the Noteholders Agreement referred to in the Note upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Note upon which this Guarantee is endorsed the due and punctual payment of the principal of, and interest on, such Note, any other amount due and payable pursuant to the terms of the Noteholders Agreement when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, repayment at the option of the Holder or otherwise, according to the terms thereof and of the Noteholders Agreement. In order case of the failure of the Company punctually to induce make any such payment of principal or interest, the Lenders Guarantor hereby agrees to extend credit hereundercause any such payment to be made punctually when and as the same shall become due and payable, but whether at the Stated Maturity or by declaration of acceleration, or otherwise, and as if such payment were made by the Company. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Noteholders Agreement. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional (except as to the specific subordination provisions contained in Section 6.8 of the Noteholders Agreement), irrespective of, and shall be unaffected by, any invalidity, subordination, irregularity or unenforceability of such Note or such Noteholders Agreement, any failure to enforce the provisions of such Note or such Noteholders Agreement, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Note or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Note and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, and interest on, such Note, the Holders of the Notes, on the terms and conditions set forth in the Noteholders Agreement, may proceed directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Note against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Note pursuant to the provisions of this Guarantee or the Noteholders Agreement; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and interest on, on all Notes issued under such Noteholders Agreement shall have been paid in full. Claims under this Guarantee are, to the extent provided in the Noteholders Agreement, subject in right of payment to the prior payment in full of all Senior Guarantor Indebtedness, and this Guarantee is issued subject to the provisions of the final paragraph Noteholders Agreement with respect thereto. Each Holder of a Note upon which this Guarantee is endorsed, by accepting the same, agrees to and shall be bound by such provisions. No reference herein to such Noteholders Agreement and no provision of this Article XIIGuarantee or of such Noteholders Agreement shall alter or impair the guarantee of the Guarantor, each Guarantor fully which is absolute and unconditionally unconditional (except as to the specific subordination provisions contained in Section 6.8 of the Noteholders Agreement), of the due and irrevocably guarantees, as a primary obligor punctual payment of principal and not merely as a surety, jointly with interest on the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation Note upon which this Guarantee is endorsed. All terms used in any country in this Guarantee which a Company is organized, whether or not allowed as a claim are defined in such case)Noteholders Agreement shall have the meanings assigned to them in such Noteholders Agreement. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this This Guarantee shall be unconditionaldeemed to be a contract made under the laws of the State of New York, irrespective of:and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

Guarantee. In order to induce the Lenders to extend credit hereunderEach Guarantor, but subject jointly and severally, hereby unconditionally, absolutely and irrevocably guarantees to the provisions of Lender (the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees“Subsidiary Guarantee”), as a primary obligor and not merely as a surety, jointly with that, if Borrower defaults in the other Guarantors and severallypayment when due, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizedbeyond all applicable cure periods, whether upon demand, at stated maturity, upon acceleration or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewedotherwise, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of Borrower’s payment obligations arising under the Agreement, calculated in accordance with the terms of the Agreement, allowing for set-offs or other defenses which could have been asserted under the Agreement by Borrower (the “Guaranteed Obligations”), the Guarantor shall pay to the Beneficiary such sum. This is a guaranty of payment and also waives notice not a guaranty of acceptance of its obligations and notice of protest for nonpaymentcollection or performance. The obligations of Guarantor’s liability under the Guarantors hereunder shall not be affected by the failure Subsidiary Guarantee, regardless of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification to the Agreement shall include any interest accrued on the Guaranteed Obligations at the rate specified in the Agreement, if applicable, and any and all reasonable and documented attorneys’ fees, if any, incurred by the Lender in the collection of any Guaranteed Obligations. No amendment or other modification of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Subsidiary Guarantee shall be unconditionaleffective unless in writing and signed by the relevant Guarantor and the Lender and stating that it is expressly intended to give effect to the applicable amendment or modification hereto. No waiver of any provision of the Subsidiary Guarantee nor consent to any departure by such Guarantor therefrom shall in any event be effective unless such waiver shall refer to the Subsidiary Guarantee, irrespective of:be in writing and be signed by the Lender. Any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations and severally, liabilities of the Obligations Issuer under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or Post-Petition Interest is allowed in such caseproceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest and Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or Post-Petition Interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XII18, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the other Guarantors and severallyNotes, the Trustee and the Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, fees, expenses, indemnities and all other Obligations and liabilities of the Company under this Indenture (including, without limitation, including interest accruing hereunder after the filing of any petition or application in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Company or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.06) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Note Guarantee set forth in this Article XII are sometimes referred to as Section 18.01, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Authorized Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 18.01 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Note Guarantee on the Notes. If an Authorized Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Section 18 notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Company of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any Default or Event of Default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 18.02, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee or any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other Person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by the Collateral Agent or any Holder for the Guaranteed Obligations; (e) the failure of the Trustee, the Collateral Agent or any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 18.02 or Section 3.01. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy, insolvency or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition or credit on application in bankruptcy or the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Company or any other personGuarantor whether or not a claim for post filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred by the Collateral Agent, Trustee or the Holders in enforcing any rights under this Section 18.01. Each Guarantor assumes all responsibility for being and keeping itself informed of the Company’s and each other Guarantor’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that its obligations under this Guarantee shall be unconditional, irrespective of:none of the Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XII2, each Guarantor fully and Subsidiary hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, to each Holder and to the Obligations Trustee and its successors and assigns (including, without limitation, a) the full and punctual payment of principal of and interest accruing hereunder after on the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organizedSecurities when due, whether at maturity, by acceleration, by redemption or not allowed as a claim in such case). The otherwise, and all other monetary obligations of the Guarantors Company under the Indenture, this Article XII are sometimes referred to as Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture, this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “GuaranteeObligations”). Each Guarantor Subsidiary further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from itsuch Subsidiary, and that it such Subsidiary will remain bound upon its Guarantee hereunder under this Article 2 notwithstanding any such extension or renewal of any Obligation. Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by any Subsidiary shall not exceed the maximum amount that can be hereby guaranteed without rendering the Indenture and this Supplemental Indenture, as they relate to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantor Subsidiary waives presentment presentation to, demand of of, payment from and protest to any Borrower the Company of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. Each Subsidiary waives notice of any default under the Securities or the Obligations. The obligations of the Guarantors each Subsidiary hereunder shall not be affected by (a) the failure of any Lender Holder or the Global Administrative Agent Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any Borrower other Person under the provisions of Indenture, this Agreement Supplemental Indenture, the Securities or any of the other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this AgreementSupplemental Indenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations. Each Guarantor Subsidiary further agrees that its Subsidiary Guarantee hereunder herein constitutes a promise guarantee of payment payment, performance and compliance when due (and not merely a guarantee of collection, ) and waives any right to require that any resort be had by any Lender Holder or the Trustee to any balance security held for payment of the Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and 2.06 of this Supplemental Indenture, the obligations of each Subsidiary hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary herein shall not be discharged or impaired or otherwise affected by the failure of any deposit account Holder or credit on the books of Trustee to assert any Lender in favor of claim or demand or to enforce any Borrower remedy under the Indenture, this Supplemental Indenture, the Securities or any other personagreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary or would otherwise operate as a discharge of such Subsidiary as a matter of law or equity. Each Guarantor Subsidiary further agrees that its obligations Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Subsidiary further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of such Subsidiary’s Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary for the purposes of this Section. Each Subsidiary also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 2.01.

Guarantee. In order Buffton hereby absolutely, irrevocably and unconditionally ---------- guaranties to induce Buyer the Lenders due and punctual performance of each obligation of CTI under this Agreement (after, in the case of CTI's obligations under Article IX, the application of the limitations set forth in Section 9.3) and any other ----------- agreement entered into pursuant hereto. Each breach or default of any such obligation of CTI shall give rise to extend credit a separate claim hereunder, but subject to the provisions of the final paragraph of and separate claims or suits may be brought as each such breach or default occurs. Buffton's obligations under this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a Section 6.16 are primary obligor obligations and not merely as those of a ------------ mere surety. If an obligation of CTI is void, jointly with the other Guarantors and severallyvoidable or unenforceable for any reason, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors Buffton's obligation under this Article XII Section 6.16 shall remain unaffected and ------------ Buffton shall perform CTI's obligation as if Buffton were primarily liable for such performance. Buffton's obligations under this Section 6.16 are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its continuing ------------ obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be satisfied, discharged or affected by any intermediate payment or settlement of account by CTI, by a change in the failure ownership or control of CTI, or by the insolvency, bankruptcy, or winding up (or any Lender analogous proceedings) of CTI. The obligation of Buffton under this Section ------- 6.16 shall not be impaired, diminished or the Global Administrative Agent otherwise affected by any circumstance ---- whatsoever (with or without knowledge of or notice to assert any claim or demand Buffton or to enforce Buyer or Xxxxxxx) which might in any right manner constitute the legal or remedy against any Borrower under equitable discharge of a surety or guarantor; it being the provisions of this Agreement or any of the other Loan Documents or otherwiseintent and purpose hereof that Buffton shall not be entitled to, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreementand does hereby waive, any of the and all defenses available to guarantors, sureties and other Loan Documents secondary parties at law or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:equity.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and all other Guarantors obligations and severallyliabilities of the Issuer under this Indenture (including without limitation interest (including Additional Interest) accruing after the filing of any petition in bankruptcy, the Obligations (including, without limitation, interest accruing hereunder after or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7), and the Registration Rights Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.1 hereof shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest or Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of terms and conditions set forth in this Article XIIAgreement, each Guarantor fully Holdings hereby irrevocably, absolutely and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with and promises to pay to the other Guarantors and severallyTrustee for the benefit of the Guaranteed Parties, the prompt and complete payment in full in cash of the Holdco Guaranteed Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Code or similar laws, and including, without limitationlimitation or duplication, interest accruing hereunder after all Holdings Current Amount Payments), and shall be jointly and severally liable with the commencement of any case under Borrower for the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)payment thereof. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor Holdings further agrees that the Holdco Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder guarantee notwithstanding any such extension or renewal of any Holdco Guaranteed Obligation. Each Guarantor Neither Trustee nor any Guaranteed Party shall seek to enforce payment under the terms of this Agreement prior to delivery of written notice to Holdings from the Trustee of an Event of Default under the Loan Documents or a default hereunder (other than the occurrence of a Holdings Filing, in which case no such notice shall be required prior to Trustee’s seeking to enforce payment under the terms of this Agreement); provided that Trustee’s failure to deliver such notice, or delay in giving such notice, shall not relieve Holdings of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Trustee, or any Guaranteed Party, against Holdings, except as set forth in this sentence. Holdings, to the extent permitted by applicable law, waives presentment todiligence, presentment, protest, demand of for payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest default (except as expressly provided in this paragraph 2) or nonpayment to or upon the Borrower or Holdings with respect to the Holdco Guaranteed Obligations when the same shall become due to the Guaranteed Parties, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for nonpayment. The obligations the operation of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower automatic stay under the provisions of this Agreement or any section 362(a) of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Bankruptcy Code).

Guarantee. In order to induce consideration of the Lenders to extend credit hereunderFranchisor entering into this Agreement at the request of the Guarantors, but subject the Guarantors guarantee to the provisions of Franchisor the final paragraph of this Article XII, each Guarantor fully performance and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected observance by the failure Franchisee of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that all its obligations under this Guarantee shall Agreement, including but not limited to any payment required to be unconditionalmade under this Franchise Agreement. This is a continuing guarantee and binds the Guarantors despite: the subsequent incapacity, irrespective of:death or insolvency event of one or both of the Franchisee and the Guarantors; any indulgence, waiver or extension of time by the Franchisor to the Franchisee or to the Guarantors; any composition, compromise or arrangement made with the Franchisee or Guarantors; the release of the Franchisee; any variation of this Agreement; (where a Guarantor is a trustee of a trust) any breach of trust by a Guarantor; and the transfer of the franchised business. The Guarantors, in consideration of the Franchisor entering into this Agreement, agree: with the Franchisor that they, and their executors administrators and assigns, will indemnify and keep indemnified the Franchisor from and against all damages, costs, charges and expenses arising out of or by reason of any breach, non-performance, non-observance, or non-compliance by the Franchisee of any term, covenant or condition on the part of the Franchisee expressed or implied in this Franchise Agreement; that the Franchisor may take all necessary action to enforce its rights under this clause without having made prior demand or given any notice to the Franchisee and this clause will continue in full force and effect after this Agreement ends or is terminated; and that where there is more than one Guarantor, the obligations bind each of them jointly and severally. The Guarantors acknowledge and agrees that: it is a condition of the Franchisor entering into this agreement that the Guarantors provide this guarantee; the Guarantors have received valuable consideration for doing so; the Guarantors have not been induced to enter into this Agreement because of any representation by or on behalf of the Franchisor or the Franchisee; and the Guarantors have received legal advice or has had the opportunity to obtain legal advice.

Guarantee. In order to induce the Lenders to extend credit hereunderInvestor hereby absolutely, but subject to the provisions of the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guaranteesguarantees to the Company the full and timely compliance with and performance of the obligations of Parent and Purchaser (or any subsidiary of Parent that is a permitted assignee of Purchaser pursuant to Section 9.2 of the Merger Agreement) under the Merger Agreement, as a primary obligor including the due, punctual and complete payment of the Termination Fee in accordance with Section 9.11 of the Merger Agreement (the “Guaranteed Obligations”), to the extent that any of the same shall become due and payable or performance of or compliance with any of the same shall be required (the “Guaranty”). The Guaranty is an irrevocable, absolute, continuing guaranty of payment, and not merely as a suretyguaranty of collection. Investor’s obligations under the Guaranty shall not be subject to any reduction, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after impairment or termination for any reason (other than by indefeasible payment or performance in full of the commencement of Guaranteed Obligations) and shall not be subject to any case under the United States Bankruptcy Code (a) defense, counterclaim, set-off or deduction Investor has with respect to Parent and Purchaser and shall remain in full force and effect without regard to, and shall not be released, impaired or discharged by, any other bankruptcy-related rules circumstance or legislation in any country in which a Company is organized, condition (whether or not allowed Investor shall have any knowledge or notice thereof) whatsoever that might otherwise constitute a legal or equitable discharge or defense in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to Parent or Purchaser, or their respective properties or their creditors or any action taken by any trustee or receiver or by any court in any such proceeding or (b) other circumstance whatsoever that constitutes or might be construed to constitute an equitable or legal discharge of Investor as a claim in such case)guarantor hereunder relating to the actions or conditions of Parent and its Subsidiaries. The obligations Investor unconditionally waives: (i) all notices and demands which may be required by law or otherwise to preserve any rights against Investor under the Guaranty, including notice of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any the Guaranty; and (ii) presentment, demand, notice of the dishonor, protest, notice of nonpayment and all other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due notices and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:demands.

Guarantee. In order For value received, and to induce the Lenders Bank to make loans or otherwise extend credit hereunderfrom time to time to or for the account of Omolon Gold Mining Company (the "Borrower") pursuant to the Loan Agreement concurrently being entered into between the Borrower and ABN AMRO Bank (Moscow) Ltd. ("ABN AMRO Moscow") (the "Omolon Facility"), the Guarantor, as its own primary and independent obligation hereby unconditionally and irrevocably guarantees to the Bank, its successors, endorsees and assigns, the prompt payment when and as due of 100% (the "Guaranteed Percentage") of all present and future obligations and liabilities of the Borrower to ABN AMRO Moscow under the Omolon Facility (the "Obligations"). Terms defined in the Omolon Facility and used herein without definition have the same meaning herein as in the Omolon Facility. If any of the Obligations are not paid when and as due (whether by demand, lapse of time, acceleration or otherwise), the Bank may, either by notice to the Guarantor of such non-payment or its certification that the Bank is legally precluded from providing such notice, cause the liability of the Guarantor under this Section 1 to become fixed and determined as to such unpaid Obligations on the date of sending such notice or making such certification, as the case may be, at the Guaranteed Percentage (namely, 100% for the Guarantor) of the amount of such unpaid Obligations, subject to increase for interest thereafter accruing on such Obligations and for the existence or future incurrence of additional Obligations. The liability of the Guarantor under this Section 1 in connection with such unpaid Obligations shall not after such time be reduced by any payments on the Note or on any other Obligations from any source except the Guarantor, whether such payment is received from the Borrower, any other guarantors or otherwise, unless and until all Obligations then due and owing have been paid in full. The Guarantor agrees it will pay to the Bank the Guaranteed Percentage of such unpaid Obligations whether or not any other person or entity shall then or thereafter pay any amount of the Obligations unless and until all Obligations then due and owing have been paid in full. This Section 1 is intended to permit the Bank to receive from the Guarantor payment of the Guaranteed Percentage of any Obligations unless and until all Obligations are paid in full but is not intended to permit the Bank to receive payment from the Guarantor of any amount previously due and owing on any Obligation that has been paid when and as due by any other person (and which payment if received by the Bank within the Russian Federation is freely transferable by the Bank outside the Russian Federation) or to receive freely transferable payment from any person of more than the amount due and owing on any Obligations. The Bank may make repeated and successive demands for recoveries on unpaid Obligations under this Section 1, subject to the provisions foregoing, notwithstanding any recovery from any other source in payment of any Obligations, and this Guarantee shall remain in full force and effect and shall apply to each and every subsequent default in payment of the final paragraph Obligations. The Bank may allocate payments received from any source other than the Guarantor to the Obligations in any order it desires. Without limiting the foregoing, the Guarantor acknowledges and agrees that the Bank's extensions of this Article XIIcredit under the Omolon Facility shall, each as between the Guarantor and the Bank, in all events be deemed to mature and be fully payable on the date three hundred and sixty days from the date hereof (the "Termination Date") and upon such date the Guarantor, as its own primary and independent obligation, unconditionally and irrevocably guaranteesagrees to pay all such amounts to the Bank in full notwithstanding that such Obligations are not otherwise due and payable or permitted to be paid by the Borrower under the Omolon Facility, provided, however, that if the Bank, in its sole and absolute discretion, decides to extend such Termination Date, the Guarantor's payment obligation, as a primary obligor and not merely provided in this sentence, shall likewise be extended to the new Termination Date as a surety, jointly with notified by the other Guarantors and severallyBank to the Guarantor. In addition, the Obligations term "Obligations" guaranteed hereby and payable by the Guarantor hereunder, shall also include (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such caseexpressly provided for under the Omolon Facility) any loss (including any reemployment loss). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees , cost, expense or liability that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender ABN AMRO Moscow or the Global Administrative Agent Bank may incur or be exposed to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective arising out of:

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Subsidiary Guarantor fully and hereby fully, unconditionally and irrevocably guaranteesGuarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the other Guarantors Securities, to the extent lawful, and severallythe Trustee the full and punctual payment when due, whether at final maturity, by acceleration, by redemption or otherwise, of the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors Company under this Article XII are sometimes referred to as the “Guarantee”Indenture. Each Subsidiary Guarantor agrees that such Obligations will rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is subordinate to such Obligations. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Company of any of the Obligations, Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by by: (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Company or any of other Person under this Indenture, the Securities or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Securities or any other agreement; (d) the release of any security held by any Holder for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee as provided in Section 10.2. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee hereunder constitutes a promise shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at final maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not merely of collectionprohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and waives the Holders, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any right to require that any resort be had by any Lender to any balance stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby and (y) in the event of any deposit account such declaration of acceleration of such Obligations, such Obligations (whether or credit on not due and payable) shall forthwith become due and payable by the books Subsidiary Guarantor for the purposes of any Lender in favor of any Borrower or any other personthis Subsidiary Guarantee. Each Subsidiary Guarantor also agrees that its obligations to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section. Each Subsidiary Guarantee shall be unconditionalevidenced by the execution of this Indenture or a supplement thereto by a duly authorized officer on behalf of such Subsidiary Guarantor. Neither the Company nor the Subsidiary Guarantors shall be required to make a notation on the Securities to reflect any Subsidiary Guarantee or any release, irrespective of:termination or discharge thereof, and any such notation shall not be a condition to the validity of any Subsidiary Guarantee.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and that executes this Indenture or a supplemental indenture hereto will fully, unconditionally and irrevocably guaranteesguarantee, as a primary obligor and not merely as a surety, jointly and severally with the each other Guarantors and severallyGuarantor, to each Holder, the Obligations Trustee and the Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Issuer under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuer or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post‑filing or post‑petition interest is allowed in such caseproceeding and the obligations under Section 7.7 and Section 12.7(z)), (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Note Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuer of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuer or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee on behalf of the Holders or the Collateral Agent an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuer or any other personGuarantor whether or not a claim for post‑filing or post‑petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Note Guarantee herein, and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all reasonable out-of-pocket fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 10.1.

Guarantee. In order to induce the Lenders to extend credit to the Borrower hereunder, but subject to the provisions Guarantor hereby irrevocably and unconditionally guarantees the due and punctual payment of the final paragraph of this Article XII, each Guarantor fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Obligations. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each This guarantee is subject to release in the manner described in Section 9.02. The Guarantor waives presentment to, demand of payment from and protest to any the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors Guarantor hereunder shall not be affected by (a) the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any the Borrower under the provisions of this Agreement or otherwise; (b) any extension or renewal of any of the other Loan Documents or otherwise, or, except as specifically provided therein, by Obligations; (c) any rescission, waiver, amendment or modification of of, or release from, the Obligations or any of the terms or provisions of this Agreement, ; (d) the failure or delay of any Lender to exercise any right or remedy against any other guarantor of the other Loan Documents Obligations; (e) the failure of any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreementagreement or instrument; (f) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (g) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity or which would impair or eliminate any right of the Guarantor to subrogation. Each The Guarantor further agrees that its Guarantee guarantee hereunder constitutes a promise of payment when due due, subject to applicable periods of grace (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender Lender, the Administrative Agent or any Issuing Bank to any balance of any deposit account or credit on the books of any Lender Lender, the Administrative Agent or any Issuing Bank in favor of any the Borrower or any Subsidiary or any other personPerson. Each The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. The Guarantor further agrees that its obligations under this Guarantee hereunder shall continue to be unconditionaleffective or be reinstated, irrespective of:as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Lender, the Administrative Agent or any Issuing Bank may have at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent, for distribution to the Lenders, the Administrative Agent or the Issuing Banks, as appropriate, in cash an amount equal the unpaid principal amount of such Obligation. Upon payment in full by the Guarantor of any Obligation of the Borrower, each Lender shall, in a reasonable manner, assign to the Guarantor, as applicable, the amount of such Obligation owed to such Lender and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or make such disposition thereof as the Guarantor shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by the Guarantor of any sums as provided above, all rights of the Guarantor against the Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower to the Lenders.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Premcor Refining hereby unconditionally guarantees to the provisions Holders from time to time of the final paragraph Notes of this Article XIIeach series (a) the full and prompt payment of the principal of and any premium on any Note of such series when and as the same shall become due, whether at the stated maturity thereof, by acceleration, redemption or otherwise, and (b) the full and prompt payment of any interest on and any additional amounts with respect to any Note of such series when and as the same shall become due, subject in each Guarantor fully case to any applicable grace period or notice requirement or both (the “Guarantee”). Premcor Refining also hereby unconditionally guarantees to each of the Trustees the full and unconditionally and irrevocably guarantees, as prompt payment of all amounts due it from Valero under each Indenture. The Guarantee hereunder constitutes a primary obligor guarantee of payment and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)collection. The obligations of Premcor Refining hereunder with respect to a series of Notes shall be absolute and unconditional and shall remain in full force and effect until (i) the Guarantors under this Article XII are sometimes referred entire principal of, premium (if any) and interest on and any additional amounts with respect to as the “Guarantee”. Each Guarantor further agrees that Notes of such series shall have been paid or provided for in accordance with the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from itprovisions of such series and of the applicable Indenture, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension (ii) all amounts due to each of the Trustees under each Indenture shall have been paid, irrespective of the validity, regularity or renewal enforceability of any ObligationNote of such series or such Indenture, any change or amendment thereto, the absence of any action to enforce the same, any waiver or consent by any of the Trustees or the Holder of any Note of such series with respect to any provision of such Note or such Indenture, the recovery of any judgment against Valero or any action to enforce the same, or any other circumstances that may otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor Premcor Refining hereby waives presentment to, or demand of payment from or notice to Premcor Refining with respect to such Note and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpaymentevidenced thereby or hereby. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement. Each Guarantor Premcor Refining further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that of set-off or counterclaim it may have against any resort be had by any Lender to any balance Holder of any deposit account or credit on the books of any Lender in favor of any Borrower or a Note arising from any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:any such Holder may have to Valero or Premcor Refining.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder of the Notes, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other Guarantors obligations and severally, liabilities of the Obligations Issuers under this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuers or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7), (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except (i) to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness and (ii) to the extent such other Indebtedness has priority by operation of law. To evidence its Note Guarantee set forth in this Article XII are sometimes referred to as Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the “Guarantee”absence of the endorsement of any notation of such Note Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuers of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Lender or the Global Administrative Agent Holder to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuers or any of other person under this Indenture, the Notes or any other Loan Documents agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Documents Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of an Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of an Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of an Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely of collection, and waives any right to require that any resort be had prohibited by any Lender to any balance law) (including interest accruing after the filing of any deposit account petition in bankruptcy or credit on the books commencement of any Lender in favor of any Borrower insolvency, reorganization or like proceeding relating to the Issuers or any other personGuarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, or the Holders in enforcing any rights under this Section. The Note Guarantee set forth in this Section 10.1 is a continuing guarantee of payment and shall be unconditional, irrespective of:apply to all Guaranteed Obligations whenever arising.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject Subject to the provisions of the final paragraph of this Article XIIX, each Guarantor fully and fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor, to each Holder, the Trustee, the Collateral Agent and the other Guarantors Secured Parties and severallytheir respective successors and assigns, the Obligations full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Issuers under the Notes and this Indenture (including, including without limitation, limitation interest accruing hereunder after the filing of any petition in bankruptcy, or the commencement of any case under insolvency, reorganization or like proceeding, relating to the United States Bankruptcy Code Issuers or any other bankruptcy-related rules or legislation in any country in which a Company is organized, Guarantor whether or not allowed as a claim for post-filing or post-petition interest is allowed in such caseproceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. Each Guarantor hereby agrees that its Note Guarantee set forth in this Article XII are sometimes referred Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an Officer whose signature is on this Indenture or the applicable supplemental indenture to as this Indenture no longer holds that office at the “Guarantee”time the Trustee authenticates any Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended extended, increased or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder under this Article X notwithstanding any such extension extension, increase or renewal of any Guaranteed Obligation. Each Guarantor waives presentment presentation to, demand of payment from and protest to any Borrower the Issuers of any of the Obligations, Guaranteed Obligations and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee, any Lender Holder or the Global Administrative Collateral Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement Issuers or any of other person under this Indenture, the other Loan Notes, the Security Documents or any other agreement or otherwise, or, except as specifically provided therein, by ; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this AgreementIndenture, any of the other Loan Notes, the Security Documents or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent, the Trustee or any Holder for the Guaranteed Obligations or any of them, (f) the failure of any Holder to exercise any right or remedy against any other Guarantor; (g) any change in the ownership of the Trustee, the Collateral Agent or any Issuer; (h) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (i) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee hereunder constitutes a promise herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of payment principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder, the Trustee or the Collateral Agent upon the bankruptcy or reorganization of an Issuer, any Guarantor or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders (or the Trustee or Collateral Agent on behalf of the Holders) an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not merely prohibited by law) (including interest accruing after the filing of collectionany petition in bankruptcy or the commencement of any insolvency, and waives any right to require that any resort be had by any Lender reorganization or like proceeding relating to any balance of any deposit account Issuer or credit on the books of any Lender Guarantor whether or not a claim for post-filing or post-petition interest is allowed in favor of any Borrower or any other personsuch proceeding). Each Guarantor further agrees that that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its obligations Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, Collateral Agent or the Holders in enforcing any rights under this Guarantee shall be unconditional, irrespective of:Section 10.1.

Guarantee. In order to induce the Lenders to extend credit hereunder, but subject (a) As a material inducement to the provisions of Rights Agent entering into this Agreement and consummating the final paragraph of this Article XIItransactions contemplated hereby, each Guarantor fully hereby irrevocably and unconditionally guarantees to the Rights Agent the full and irrevocably guarantees, timely performance and satisfaction of Parent’s obligations as a primary obligor and not merely as a surety, jointly with the other Guarantors and severally, the Obligations (including, without limitation, interest accruing hereunder after the commencement of any case under the United States Bankruptcy Code or any other bankruptcy-related rules or legislation set forth in any country in which a Company is organized, whether or not allowed as a claim in such case). The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewedAgreement, in whole each case as and when due. If, for any reason whatsoever, Parent shall fail or be unable to make full and timely payment as set forth in part, without notice to this Agreement or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding perform any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any such payment or obligations shall be due and payable for the purposes hereof and Guarantor will forthwith pay and cause to be paid in lawful currency of the other Loan Documents United States, or any other agreementperform or cause to be performed, Parent’s obligations hereunder. Each The foregoing obligation of Guarantor further agrees that its Guarantee hereunder constitutes a promise continuing guarantee of payment when due and performance (and not merely of collection), and waives is and shall be absolute and unconditional under any right to require that and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor and including any resort be had by any Lender to any balance amendment, extension, modification or waiver of any deposit account of Parent’s payment or credit on the books of any Lender in favor of any Borrower other obligations hereunder, or any other personinsolvency, bankruptcy, liquidation or dissolution of Parent or any assignment thereby. Each Without limiting the generality of the foregoing, Guarantor agrees that its obligations under this Guarantee Section 6.12 are independent from those of Parent and its liability shall be unconditionalextend to all liabilities and obligations that constitute part of Parent’s payment and other obligations hereunder, irrespective of:of whether any action is brought against Parent or whether Parent is joined in any such action or actions. To the fullest extent permitted by applicable Legal Requirements, Guarantor hereby expressly and irrevocably waives any and all rights and defenses arising by reason of any Legal Requirement that would otherwise require any election of remedies by the Rights Agent in connection with Guarantor’s guarantee hereunder (provided, that nothing set forth in this Agreement shall constitute a waiver of any rights or defenses of Parent or Guarantor under this Agreement).

Guarantee. In order to induce the Lenders to extend credit hereunder, but MAI hereby irrevocably and unconditionally guarantees, on the terms and subject to the provisions limitations set forth in this Article, the Borrower's obligations in respect of up to $750,000,000 principal amount of the final paragraph Loans and LC Disbursements outstanding at any time together with all interest accrued and unpaid thereon (such obligations being called the "Guaranteed Obligations"), which guarantee of MAI will remain in effect as long as any Guaranteed Obligations remain outstanding. Notwithstanding any other provision of this Article XIIArticle, each Guarantor fully and unconditionally and irrevocably guarantees, MAI is executing this Agreement as a secondary rather than as a primary obligor obligor, and not merely the guarantee of MAI hereunder shall be a guarantee of collection rather than of payment when and as a suretydue, jointly with it being agreed that MAI shall be obligated to pay the Guaranteed Obligations only after the Lenders shall have pursued their other Guarantors remedies to compel payment of such Guaranteed Obligations by the Borrower and severallyafter exhaustion of all available remedies, the Obligations (including, including without limitation, interest accruing hereunder after the commencement liquidation of any case under assets, payment cannot be obtained from the United States Bankruptcy Code or any other bankruptcy-related rules or legislation in any country in which a Company is organized, whether or not allowed as a claim in such case)Borrower. The obligations of the Guarantors under this Article XII are sometimes referred to as the “Guarantee”. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantors MAI hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, any impossibility in the performance of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of MAI hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agents or any Lender or the Global Administrative Agent to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement or under any of the other Loan Documents or otherwise, or, except as specifically provided thereinagreement, by any rescission, waiver, amendment waiver or modification of any of the terms Guaranteed Obligations, by any default, failure or provisions of this Agreementdelay, any wilful or otherwise, in the performance of the other Loan Documents Guaranteed Obligations, or by any other agreementact or omission which may or might in any manner or to any extent vary the risk of MAI or otherwise operate as a discharge of MAI as a matter of law or equity. Each Guarantor MAI further agrees that its Guarantee obligations hereunder constitutes shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agents, the Servicing Agent, the Fronting Bank or any Lender upon the bankruptcy or reorganization of the Borrower or otherwise, unless those obligations of MAI have otherwise been terminated in accordance with the terms of this Agreement. Upon payment by MAI of any Guaranteed Obligations, each Lender shall, in a promise reasonable manner, assign to MAI the amount of the Guaranteed Obligations owed to it and so paid, such assignment to be pro tanto to the extent to which the Guaranteed Obligations in question were discharged by MAI, or make such disposition thereof as MAI shall direct (all without recourse to and without any representation or warranty by any Lender). Upon payment by MAI of any sums as provided above, all rights of MAI against the Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinate and junior in right of payment when due and not merely to the prior indefeasible payment in full of collection, and waives any right all the Guaranteed Obligations to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Borrower or any other person. Each Guarantor agrees that its obligations under this Guarantee shall be unconditional, irrespective of:Lenders.