Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably fully and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, guarantees (i) to each Holder of each Security that is authenticated and delivered by the Trustee, and (ii) to the Trustee on behalf of such Holder, the Trusteedue and punctual payment of the principal of, premium, if any, and interest on such Security when and as the same shall become due and payable, whether at the stated maturity, by acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Issuer punctually to make any such payment, the Collateral Agent Parent Guarantor hereby agrees to cause such payment to be made punctually when and their successors as the same shall become due and assigns payable, whether at the Guaranteed Obligationsstated maturity or by acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The Parent Guarantor further hereby agrees that the Guaranteed Obligations may its obligations hereunder shall be extended or renewedabsolute and unconditional, in whole or in part, without notice or further assent from the Parent Guarantorirrespective of, and that no extension shall be unaffected by, the validity, regularity or renewal enforceability of such Security or this Indenture, the absence of any Guaranteed Obligation shall release action to enforce the obligations of same or any release, amendment, waiver or indulgence granted to the Issuer or the Parent Guarantor hereunder. The obligations or any consent to departure from any requirement of any other guarantee of all or any of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees Securities or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantorsa surety or guarantor. The Parent Guarantor hereby waives presentation tothe benefits of diligence, presentment, demand of payment from and protest to for payment, any requirement that the Issuer of Trustee or any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of Holders protect, secure, perfect or insure any default under the Securities security interest in or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of other lien on any Holder, the Trustee property subject thereto or the Collateral Agent to assert any claim or demand or to enforce exhaust any right or remedy take any action against the Issuer or any other Person under or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this IndentureParent Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Parent Guarantee. The Parent Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Securities Trustee or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms Holders of the applicable Series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or provisions of this Indentureto enforce or exercise any other right or remedy with respect to such Securities, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and Parent Guarantor agrees to pay to the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) account of such Holders, upon demand therefor, the failure of any Holder, amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligationssuch Holders. The Parent Guarantor hereby waives any right shall be subrogated to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets all rights of the Issuer first be used and depleted as payment holders of the Issuer’s or Securities against the Parent Guarantor’s obligations hereunder prior to Issuer in respect of any amounts being claimed from or paid by the Parent Guarantor hereunderon account of such Security pursuant to the provisions of its Parent Guarantee or this Indenture; provided, however, that the Parent Guarantor shall not be entitled to enforce or to receive any payment arising out of, or based upon, such right of subrogation until the principal of and interest on all Securities of such Series issued hereunder shall have been paid in full. The Parent Guarantor hereby waives Guarantee shall remain in full force and effect and continue to be effective should any right to which it may petition be entitled to require that filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be sued prior appointed for all or any part of the Issuer’s assets, and shall, to an action being initiated against the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference”, “fraudulent transfer”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of the Parent Guarantor. The Parent Guarantor further agrees that its Guarantee to the contrary notwithstanding, the aggregate amount of the obligations guaranteed hereunder shall be reduced to the extent necessary to prevent such Parent Guarantee constitutes a guarantee from violating or becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationscreditors generally.

Parent Guarantee. (a) The provisions of this Article 14 shall not be effective until the Escrow Release Date whereupon the Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. Each Parent (athe “Guarantor Parent”) The Parent Guarantor will hereby absolutely, irrevocably and unconditionally guarantee on a senior basis, as a primary obligor guarantees the full and not merely as a surety, to each Holder, the Trustee, the Collateral Agent timely payment and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal performance of any Guaranteed Obligation shall release the obligations of the other members of its respective Parent Member Group (the “Guaranteed Members”) to the other Parent, the other members of such other Parent’s Parent Member Group and the Company (any party to whom such obligations are owed, a “Beneficiary”) when due and payable or required to be performed, as applicable, in accordance with this Agreement. If a Guaranteed Member fails to discharge any of its obligations when due under this Agreement, upon written notice from a Beneficiary to the Guarantor hereunderParent of such failure, such Guarantor Parent will perform such obligations. The Notwithstanding anything contained herein to the contrary, each Guarantor Parent shall have and may assert against any of its obligations of the Parent pursuant to this Section 14.17, and such Guarantor hereunder Parent’s obligations under this Section 14.17 shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation subject to, demand of payment from and protest to the Issuer any claim, right, set-off, deduction or defense of any of the kind that its respective Guaranteed Obligations and also waives notice of protest for nonpaymentMember may have or may assert under this Agreement. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder It shall not be affected by necessary for a Beneficiary (i) and the failure of Guarantor Parent hereby waives any Holderrights which the Guarantor Parent may have to require a Beneficiary), the Trustee or the Collateral Agent to assert any claim or demand or in order to enforce the obligations of such Guarantor Parent hereunder, first to (a) institute suit or exhaust its remedies against a Guaranteed Member or any right or remedy against the Issuer other Person, (b) join a Guaranteed Member or any other Person in any action seeking to enforce this Agreement, or (c) resort to any other means of obtaining payment or enforcement of the obligations of a Guaranteed Member. A Beneficiary shall not be required to take any action to reduce, collect or enforce the obligations of a Guaranteed Member when due under this IndentureAgreement. Each Guarantor Parent waives notice of protest, proof of non-payment, default or breach by its Guaranteed Members. Each Guarantor Parent agrees to each of the Securities or any other agreement or otherwise; (ii) any extension or renewal following, and agrees that its obligations under this Agreement a result of this IndentureSection 14.17 shall not be released, the Securities diminished, impaired, reduced or any other agreement; (iii) any rescission, waiver, amendment or modification of adversely affected by any of the terms following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice except as provided above and except for notices required to be given by a Beneficiary to a Guaranteed Member or its Guarantor Parent pursuant to this Agreement) which the Guarantor Parent might otherwise have as a result of or in connection with (A) any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the obligations of a Guaranteed Member pursuant to this Agreement, (B) any insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, asset sale or transfer or change of structure or organization or (C) any full or partial release by a Beneficiary of the liability of a Guaranteed Member, or any part thereof, with respect to a Guaranteed Member or any of its assets. Each Guarantor Parent shall be subrogated to all rights of a Beneficiary against a Guaranteed Member in respect of any amounts paid by such Guarantor Parent to such Beneficiary pursuant to the provisions of this IndentureSection 14.17 in respect of any obligations of such Guaranteed Member under this Agreement. The guarantee by each Guarantor Parent set forth in this Section 14.17 is a continuing and absolute guarantee, and it will not be discharged, and will remain in full force and effect, until the full payment and performance required to be paid and performed by its Guaranteed Members pursuant to this Agreement or upon the earlier dissolution of the Company in accordance with Article 13 (except to the extent of any obligations that survive such dissolution). Unless so terminated earlier, the Securities or any other agreement; (iv) the release of any security held guarantee by the Collateral Agent on behalf of each Holder Guarantor Parent set forth in this Section 14.17 with respect to a Guaranteed Member shall immediately and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than automatically terminate upon the full amount claimedpayment and performance of all amounts and obligations required to be paid and performed by such Guaranteed Member pursuant to the terms of this Agreement. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations[Signature Page Follows.]

Parent Guarantee. (a) The Parent Guarantor will hereby absolutely, unconditionally and irrevocably guarantees to Seller the payment and unconditionally guarantee on a senior basisperformance of all of the payment and other obligations of Buyer to Seller in this Agreement and the other Transaction Agreements (the “Parent Obligations”), as a primary obligor in each case, when and not merely as a suretyto the extent that, any such Parent Obligations shall become due and payable; provided, however, that the Parent shall be subject to each Holder, the Trustee, limitations set forth herein and shall succeed to all rights of the Collateral Agent and their successors and assigns the Guaranteed ObligationsBuyer hereunder. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, guaranty set forth in whole or in part, without notice or further assent from the Parent Guarantorthis Section 10.25 is a present and continuing guaranty of payment and not of collectability, and that no extension Seller shall not be required to prosecute collection, enforcement or renewal other remedies against Buyer or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on the Parent for payment or performance. The Parent agrees that if, for any reason, Buyer shall fail or be unable to pay or perform, punctually and fully, any of any Guaranteed Obligation the Parent Obligations, the Parent shall release pay or perform such Parent Obligations to Seller in full immediately upon demand. The Parent agrees that the obligations of the Parent Guarantor hereunderpursuant to this Section 10.25 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may have against Seller or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Parent shall have any knowledge thereof). The obligations execution, delivery and performance by the Parent of this Agreement and the consummation of the Parent Guarantor hereunder shall be joint and several with transactions contemplated hereby, have been duly authorized by all necessary corporate action on the Subsidiary Guarantees part of the Subsidiary GuarantorsParent. The Parent Guarantor waives presentation tohas duly executed and delivered this Agreement, demand of payment from and protest assuming the due authorization, execution and delivery by Seller, this Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the Issuer of any of extent that the Guaranteed Obligations and also waives notice of protest for nonpaymentenforceability thereof may be limited by the Enforceability Exceptions. [The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal remainder of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligationspage is intentionally blank. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed ObligationsSignatures follow.]

Parent Guarantee. (a) The Parent Subject to Section 10.04 hereof, the Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, guarantees to each Holder, Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Collateral Agent Trustee and their its successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedassigns, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations irrespective of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint validity and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal enforceability of this Indenture, the Securities Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal on the Notes, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other agreement; (iii) Obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, subject to any rescissionapplicable grace period, waiverwhether at stated maturity, amendment by acceleration, redemption or modification otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor will be obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Parent Guarantee, and shall entitle the Holders to accelerate the Obligations of the terms Guarantor hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantor hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or provisions enforceability of the Notes or this Indenture, the Securities absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other agreement; (iv) the release circumstance which might otherwise constitute a legal or equitable discharge or defense of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligationsa guarantor. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantorsdiligence, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Parent Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any resort be had Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor, or any Custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Holder, the Trustee or Parent Guarantee, to the Collateral Agent extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any security held for payment Obligations guaranteed hereby. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed ObligationsObligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Parent Guarantee.

Parent Guarantee. Article Fourteen of the Original Indenture (aas amended and supplemented by this Supplemental Indenture) shall apply to the Notes. The Parent MLP hereby agrees that it shall be a Guarantor will hereby irrevocably of the Notes in accordance with Article Fourteen of the Original Indenture. For the purposes of this Supplemental Indenture and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, the Notes (including without limitation the provisions of the Original Indenture to each Holderthe extent applicable thereto), the Trusteeterm “Guarantor” shall mean the MLP, and accordingly, the Collateral Agent Parent Guarantee of the MLP shall be a Securities Guarantee with respect to the Indenture and their successors the Notes; provided, however that such Securities Guarantee shall not apply to any obligations under any series of Securities other than the Notes. To evidence its Parent Guarantee set forth in Article Fourteen of the Original Indenture (as amended and assigns supplemented by this Supplemental Indenture), the Guaranteed Obligations. The Parent Guarantor further hereby agrees that a notation of such Parent Guarantee substantially in the Guaranteed Obligations may form attached as Exhibit B hereto will be extended or renewed, in whole or in part, without notice or further assent from endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Parent Guarantor, Trustee and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall this Supplemental Indenture will be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent executed on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure such Guarantor by one of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligationsits Officers. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes set forth in Article Fourteen of the Original Indenture (as amended and supplemented by this Supplemental Indenture) will remain in full force and effect notwithstanding any failure to endorse on each Note a guarantee notation of payment, performance and compliance when due (and not such Parent Guarantee. If an Officer whose signature is on this Supplemental Indenture or on the notation of such Parent Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a guarantee notation of collection) and waives any right to require that any resort be had by any Holdersuch Parent Guarantee is endorsed, the Trustee or Parent Guarantee will be valid nevertheless. The delivery of any Note by the Collateral Agent to any security held for payment Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guaranteed ObligationsParent Guarantee set forth in the Indenture on behalf of the Guarantor.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent Trustee and their successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Companies under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Companies under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Companies whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (the foregoing obligations set forth in clauses (i) through (ii) being hereinafter collectively called the “Guaranteed Obligations”). The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer Companies of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer Companies or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary GuarantorObligations; or (v) the failure of any Holder, Holder or the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer Companies first be used and depleted as payment of the Issuer’s Companies’ or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer Companies be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, Holder or the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent Guarantor will hereby absolutely, unconditionally and irrevocably guarantees to Seller the payment and unconditionally guarantee on a senior basisperformance of all of the payment and other obligations of Buyer to Seller in this Agreement and the other Transaction Agreements (the “Parent Obligations”), as a primary obligor in each case, when and not merely as a suretyto the extent that, any such Parent Obligations shall become due and payable; provided, however, that the Parent shall be subject to each Holder, the Trustee, limitations set forth herein and shall succeed to all rights of the Collateral Agent and their successors and assigns the Guaranteed ObligationsBuyer hereunder. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, guaranty set forth in whole or in part, without notice or further assent from the Parent Guarantorthis Section 10.25 is a present and continuing guaranty of payment and not of collectability, and that no extension Seller shall not be required to prosecute collection, enforcement or renewal other remedies against Buyer or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on the Parent for payment or performance. The Parent agrees that if, for any reason, Buyer shall fail or be unable to pay or perform, punctually and fully, any of any Guaranteed Obligation the Parent Obligations, the Parent shall release pay or perform such Parent Obligations to Seller in full immediately upon demand. The Parent agrees that the obligations of the Parent Guarantor hereunderpursuant to this Section 10.25 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may have against Seller or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Parent shall have any knowledge thereof). The obligations execution, delivery and performance by the Parent of this Agreement and the consummation of the Parent Guarantor hereunder shall be joint and several with transactions contemplated hereby, have been duly authorized by all necessary corporate action on the Subsidiary Guarantees part of the Subsidiary GuarantorsParent. The Parent Guarantor waives presentation tohas duly executed and delivered this Agreement, demand of payment from and protest assuming the due authorization, execution and delivery by Seller, this Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the Issuer of any of extent that the Guaranteed Obligations and also waives notice of protest for nonpaymentenforceability thereof may be limited by the Enforceability Exceptions. [The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal remainder of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held page is intentionally blank. Signatures follow.] Confidential Treatment Requested by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent Outdoor Products Spinco Inc. Pursuant to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.17 C.F.R. Section 200.83

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee guarantees on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basisParent, as a primary obligor and not merely as a surety, to each Holderabsolutely, irrevocably and unconditionally guarantees the Trustee, the Collateral Agent full and their successors timely payment and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal performance of any Guaranteed Obligation shall release the obligations of Purchaser (the Parent Guarantor hereunder“Guaranteed Obligations”) when due and payable or required to be performed, as applicable, in accordance with this Agreement and the Ancillary Agreements. This is a guarantee of payment and performance, and not of collectability. The obligations of the Parent Guarantor hereunder shall be joint under this Section 11.15(a) are absolute and several with the Subsidiary Guarantees unconditional in respect of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of satisfying the Guaranteed Obligations and also shall be enforceable against Parent to the same extent as if Parent were the primary obligor (and not merely a surety) under this Agreement and the Ancillary Agreements. It shall not be necessary for Seller (and Parent hereby waives any rights which Parent may have to require Seller), in order to enforce the obligations of Parent hereunder, first to (a) institute suit or exhaust its remedies against Purchaser or any other Person, (b) join Purchaser or any other Person in any action seeking to enforce any such agreement or (c) resort to any other means of obtaining payment or enforcement of the obligations of Purchaser; provided that, for the avoidance of doubt, any defenses or counterclaims that would be available to Purchaser shall be available to Parent hereunder (other than to the extent expressly waived in this Section 11.15(a) or otherwise arising from any insolvency, bankruptcy, arrangement, adjustment, composition or liquidation of Purchaser). Seller shall not be required to take any action to reduce, collect or enforce the obligations of Purchaser when due under this Agreement or any Ancillary Agreement. Parent waives notice of protest protest, proof of non-payment, default or breach by Purchaser, promptness, diligence, notice of acceptance of this guarantee and of the Guaranteed Obligations, presentment, demand for nonpayment. The Parent Guarantor waives payment, notice of any default under the Securities Guaranteed Obligations incurred, all defenses which may be available by virtue of any valuation, stay, moratorium Law or the Guaranteed Obligationsother similar Law now or hereafter in effect. The obligations Parent agrees to each of the Parent Guarantor hereunder following, and agrees that its obligations under this Agreement and the Ancillary Agreements as a result of this Section 11.15(a) shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice except for notices required to be given by Seller to Purchaser or Parent pursuant to this Agreement) which Parent might otherwise have as a result of or in connection with (i) any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the obligations of Purchaser pursuant to this Agreement or any Ancillary Agreement, (ii) any insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, asset sale or transfer or change of structure, ownership or organization of any Person, (iii) any full or partial release by Seller of the liability of Purchaser, or any part thereof, with respect to Purchaser or any of its assets, (iv) the failure or delay on the part of any Holder, the Trustee or the Collateral Agent Seller to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; Purchaser or (v) the failure adequacy of any Holder, other means the Trustee or the Collateral Agent Seller may have of obtaining payment related to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which acknowledges that it may be entitled to have its obligations hereunder divided among itself will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the Subsidiary Guarantors, such that the Ancillary Agreements. Parent Guarantor’s obligations would shall be less than the full amount claimed. The Parent Guarantor hereby waives any right subrogated to which it may be entitled to have the assets all rights of the Issuer first be used and depleted as payment Seller against Purchaser in respect of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by Parent to Seller pursuant to the Parent Guarantor hereunder. The Parent Guarantor hereby waives provisions of this Section 11.15(a) in respect of any right to which it may be entitled to require that obligations of Purchaser under this Agreement and the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee Ancillary Agreements, but only after payment in full in cash of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of all the Guaranteed Obligations. The guarantee set forth in this Section 11.15(a) is a continuing and absolute guarantee, and it and the Guaranteed Obligations will not be discharged, and will remain in full force and effect, until the full payment and performance of all amounts required to be paid and performed by Purchaser pursuant to this Agreement and the Ancillary Agreements. Parent hereby makes all of the representations and warranties set forth in Sections 4.1 (except that the reference to the “State of Delaware” shall be deemed to be replaced by “Commonwealth of Australia”), 4.2 and 4.3, with references therein to “Purchaser” deemed to be replaced by “Parent”. Parent hereby acknowledges and agrees to be bound by all of the provisions of Article XI of this Agreement.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent Trustee and their successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (the foregoing obligations set forth in clauses (i) through (ii) being hereinafter collectively called the “Guaranteed Obligations”). The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary GuarantorObligations; or (v) the failure of any Holder, Holder or the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer Company first be used and depleted as payment of the IssuerCompany’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer Company be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, Holder or the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. So long (aand only so long) The as the Company is Non-Reporting, Parent Guarantor will hereby irrevocably and unconditionally guarantees (such guarantee on a senior basis, to be referred to herein as a primary obligor “Parent Guarantee”) to each Holder of Securities of each series authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, such Securities or the obligations of the Company hereunder or thereunder, (i) the due and punctual payment of the principal of and any premium or interest on such Securities, whether at maturity or on an interest payment date, by acceleration, pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue principal of and interest, if any, on such Securities, if lawful, and all other obligations of the Company to the Holders of such Securities or the Trustee hereunder or thereunder shall be promptly paid in full, all in accordance with the terms hereof and thereof including all amounts payable to the Trustee under Section 607 hereof, and (ii) in case of any extension of time of payment or renewal of any such Securities or any of such other obligations, the same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. If the Company fails to make any payment when due of any amount so guaranteed for whatever reason, so long (and only so long) as the Company is Non-Reporting, Parent Guarantor shall be obligated to pay the same immediately. Parent Guarantor hereby agrees that, so long (and only so long) as the Company is Non-Reporting, its obligations hereunder shall be continuing, absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the Securities, this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Parent Guarantor. Parent Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demand whatsoever and covenants that, so long (and only so long) as the Company is Non-Reporting, its Parent Guarantee shall not merely as a suretybe discharged except by complete performance of the obligations contained in the Securities guaranteed by the Parent Guarantee, in this Indenture and in this Article Fifteen. If any Holder of Securities or the Trustee is required by any court or otherwise to return to the Company or Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or Parent Guarantor, any amount paid by the Company or Parent Guarantor to the Trustee or such Holder, this Article Fifteen, to each Holderthe extent theretofore discharged with respect to the Parent Guarantee, so long (and only so long) as the TrusteeCompany is Non-Reporting, shall be reinstated in full force and effect. Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Collateral Agent and their successors and assigns the Guaranteed ObligationsHolders of Securities of a series guaranteed hereby by Parent Guarantor in respect of any obligations guaranteed hereby by such Parent Guarantee until payment in full of all such obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedthat, in whole or in part, without notice or further assent from the as between Parent Guarantor, on the one hand, and that no extension or renewal the Holders of any Guaranteed Obligation shall release Securities and the obligations of Trustee on the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation toother hand, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure maturity of the obligations guaranteed hereby by such Parent Guarantee may be accelerated as provided in Article Five hereof for the purposes of the Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (ii) so long (and only so long) as the Company is Non-Reporting, in the event of any Holderacceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Parent Guarantor for the purpose of this Article Fifteen. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article Five, so long (and only so long) as the Company is Non-Reporting, the Trustee or may make a demand for payment on the Collateral Agent Securities under the Parent Guarantee thereof to assert the extent not discharged. Parent Guarantor shall be subrogated to all rights of the Holder of any claim or demand Securities guaranteed hereby by the Parent Guarantee against the Company in respect of any amounts paid to such Holder by Parent Guarantor pursuant to the provisions of the Parent Guarantee; provided that Parent Guarantor shall not be entitled to enforce, or to enforce receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all such Securities shall have been paid in full. The Parent Guarantee provided in this Section 1501 shall not be valid or remedy against become obligatory for any purpose with respect to a Security unless the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal certificate of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held authentication on such Security shall have been signed by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationsduly appointed agent.

Parent Guarantee. DCP Midstream Partners, LP shall be a Guarantor of the 2023 Notes in accordance with Article Sixteen of the Original Indenture. For the purposes of this Fifth Supplemental Indenture and the 2023 Notes (aincluding without limitation the provisions of the Original Indenture to the extent applicable thereto), the term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream Partners, LP, and accordingly, the Guarantee of DCP Midstream Partners, LP shall be a Guarantee with respect to the Indenture and the 2023 Notes; provided, however, that such Guarantee shall not apply to any obligations under any series of Securities other than the 2023 Notes. To evidence its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Fifth Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each 2023 Note authenticated and delivered by the Trustee and that this Fifth Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby agrees that its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Fifth Supplemental Indenture) will hereby irrevocably remain in full force and unconditionally guarantee effect notwithstanding any failure to endorse on each 2023 Note a senior basisnotation of such Guarantee. If an Officer whose signature is on this Fifth Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the 2023 Note on which a Guarantee is endorsed, as a primary obligor and not merely as a surety, to each Holder, the Guarantee will be valid nevertheless. The delivery of any 2023 Note by the Trustee, after the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedauthentication thereof hereunder, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations will constitute due delivery of the Parent Guarantor hereunder. The obligations of Guarantee set forth in the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent Indenture on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent Guarantor will hereby absolutely, irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, guarantees to each Holderthe Company, the TrusteeEquityholders and the Stockholder Representative the due and punctual payment, performance and discharge of all obligations of the Purchaser and Merger Sub under this Agreement and the Transaction Agreements (including payment of the Merger Consideration and any damages for breach arising under this Agreement and the Transaction Agreements, including all obligations paid to or owed to the Company, the Collateral Agent Equityholders or the Stockholder Representative by the Purchaser or Merger Sub) (collectively, the “Obligations”). Without limiting the generality of the foregoing, this guarantee is one of payment, not collection, and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations a separate action or actions may be extended brought and prosecuted against the Parent to enforce this guarantee, irrespective of whether any action is brought against the Purchaser or renewedthe Merger Sub or whether the Purchaser or the Merger Sub is joined in any such actions, and irrespective of whether the Purchaser or any other Person was primarily responsible for causing the breach of the Obligations of the Purchaser. If the Purchaser fails to perform any of the Obligations requiring payment, in whole or in part, without notice or further assent when such Obligation is due, the Parent shall promptly pay such Obligation in lawful money of the United States and in any event within five (5) Business Days of receipt of written demand for payment from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunderCompany. The Company and the Equityholders may enforce Parent’s obligations under this Section 11.05 without first suing Purchaser or Merger Sub or joining Purchaser or Merger Sub in any suit against Parent, or enforcing any rights and remedies against Purchaser or Merger Subsidiary, or otherwise pursuing or asserting any claims or rights against Purchaser or Merger Sub or any other person or entity or any of the Parent Guarantor hereunder shall its or their property which may also be joint and several liable with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest respect to the Issuer of any of the Guaranteed Obligations and also waives notice of protest matters for nonpayment. The which Parent Guarantor waives notice of any default is liable under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer this Section 11.05 whether Purchaser or any other Person under this Indenture, was primarily responsible for causing the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any breach of the terms or provisions Obligations of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed ObligationsPurchaser.

Parent Guarantee. (a) The Parent Guarantor will hereby (i) agrees to take any and all actions necessary to cause Acquiror and Merger Sub to perform all of their respective obligations under this Agreement in accordance with their respective terms (including with respect to the consummation of the Merger, the payment of the Merger Consideration and, if applicable, any amounts payable pursuant to Section 10.2) (collectively, the “Guaranteed Obligations”) and (ii) absolutely, unconditionally and irrevocably and unconditionally guarantee on a senior basisguarantees, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent full and their successors complete performance by Acquiror and assigns Merger Sub of the Guaranteed Obligations. The , and Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer liable for any breach by Acquiror or Merger Sub of any of the Guaranteed Obligations Obligations. This is a guarantee of payment (not of collection) and also waives notice of protest for nonpaymentperformance. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder Company shall not be affected by (i) obligated to file any claim relating to the Guaranteed Obligations in the event that Acquiror or Merger Sub becomes subject to bankruptcy, reorganization or similar proceedings, and the failure of the Company to so file shall not affect Parent Guarantor’s obligations hereunder. In the event that any Holder, payment to the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal Company in respect of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations is rescinded or must otherwise be returned for any Subsidiary Guarantor; or reason whatsoever (v) the failure of any Holderother than in circumstances where Parent Guarantor is not liable to make such payment), the Trustee or the Collateral Agent Parent Guarantor shall remain liable hereunder with respect to exercise any right or remedy against any other guarantor of the Guaranteed ObligationsObligations as if such payment had not been rescinded or returned. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantorspromptness, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets diligence, presentment, demand of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee performance, demand of payment, performance and compliance when due (and not a guarantee filing of collection) and waives any claim, any right to require that any resort be had by proceeding first against Acquiror or Merger Sub, protest, notice of any Holderkind and all demands whatsoever and all suretyship defenses generally in connection with the performance of its covenants, agreements and obligations set forth in this Section 13.17. Notwithstanding the Trustee foregoing, to the extent Acquiror or the Collateral Agent to Merger Sub is relieved of all or any security held for payment portion of the Guaranteed ObligationsObligations by satisfaction thereof on the terms and subject to the conditions set forth in this Agreement or pursuant to any other agreement with the Company, Parent Guarantor shall be similarly relieved of its corresponding obligations under this Section 13.17. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 13.17 are knowingly made in contemplation of such benefits. [Signature pages follow.]

Parent Guarantee. Parent (a) The hereby unconditionally guarantees the due and punctual payment and performance of all of Licensee’s obligations and commitments under this Agreement, and (b) without limiting the foregoing, hereby covenants to procure and cause Licensee and its Affiliates to take such actions that may be necessary to support and duly complete the performance of Licensee’s obligations and commitments under this Agreement. Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations such obligations of Licensee and this Agreement may be extended extended, modified or renewed, in whole or in part, in accordance with the terms of this Agreement (without notice or further assent from the Parent GuarantorParent). This guaranty is an irrevocable guaranty of payment and performance (and not just of collection) by Licensee and shall continue in effect until [***], and that no extension notwithstanding any extension, modification or renewal of the terms of this Agreement. This guarantee is primary and is in no way conditioned upon any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunderrequirement that Licensor first attempt to collect or enforce any guaranteed obligation from or against Licensee. The obligations of the Parent Guarantor hereunder shall be joint absolute and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation tounconditional, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by or contingent upon (i) the failure of any Holderliquidation or dissolution of, the Trustee ​ or the Collateral Agent to assert merger or consolidation of Licensee with or into any claim corporation, any sale or demand transfer by Licensee or to enforce any right or remedy against the Issuer all or any other Person under this Indenturepart of its or their property or assets, the Securities or any other agreement or otherwise; assignment of this Agreement, (ii) any extension the bankruptcy, receivership, insolvency, reorganization or renewal of this Indenturesimilar proceedings involving or affecting Licensee, the Securities or any other agreement; (iii) any rescissionmodification, waiveralteration, amendment or modification addition of or to the Agreement; provided that, if Licensee is no longer an Affiliate of Parent, Parent has approved any such alteration, amendment or addition which would materially impact Parent’s obligations hereunder. Parent’s obligations under this Section 15.16 shall terminate upon [***]. Parent acknowledges that each of the waivers set forth in this Section 15.16 is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held extent permitted by law. [SIGNATURE PAGE FOLLOWS.] ​ ​ ​ THIS AGREEMENT IS EXECUTED by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor authorized representatives of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets Parties as of the Issuer first be used Effective Date, 6 January 2020. ​ ZAI AUTO IMMUNE (HONG KONG) LIMITED ​ ​ ​ ​ ​ By: /s/ Samantha Du ​ ​ ​ ​ ​ ​ Name: Samantha Du ​ ​ ​ ​ ​ ​ Title: Chief Executive Officer ​ ​ ​ ​ ​ ARGENX BV ​ ARGENX BV ​ ​ ​ By: /s/ Xxx Van Hauwermeiren ​ By: /s/ Dirk Beeusaert ​ ​ ​ ​ ​ Name: Xxx Van Hauwermeiren ​ Name: Dirk Beeusaert ​ ​ ​ ​ ​ Title: Chief Executive Officer ​ Title: General Counsel ​ Solely with respect to Section 15.16: ​ ZAI LAB LIMITED ​ ​ ​ ​ ​ By: /s/ Samantha Du ​ ​ ​ ​ ​ ​ Name: Samantha Du ​ ​ ​ ​ ​ ​ Title: Chief Executive Officer ​ ​ ​ ​ ​ [SIGNATURE PAGE TO COLLABORATION AND LICENSE AGREEMENT] ​ Schedule 1.22 Cost of Goods Sold ​ [***] ​ ​ ​ ​ Schedule 1.65 Licensed Compound ​ [***] ​ ​ ​ ​ ​​​People’s Republic of China, Hong Kong, Macau and depleted as payment Taiwan ​​ Schedule 1.69Licensed Patents​argenx Efgartigimod Patent portfolio listing in the Territory​ People’s Republic of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee China, Hong Kong, Macau and Taiwan ​ ​ [***] ​ ​ ​ ​ Schedule 3.2.1 Development Plan ​ [***] ​ ​ ​ ​ Schedule 4.8 Pharmacovigilance ​ [***] ​ ​ ​ ​ Schedule 5.3 Best estimate of payment, performance and compliance when due (and not a guarantee COGS ​ [***] ​ ​ ​ ​ Schedule 6.2.1 Form of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment Commercialization Plans ​ [***] ​ ​ ​ ​ Schedule 7.3 Authorized Subcontractors ​ [***] ​ ​ ​ ​ Schedule 7.7.1 Certain In-License Agreement Terms ​ [***] ​ ​ ​ ​ Schedule 8.1 Share Issuance Agreement ​ [Omitted] ​ ​ ​ ​ Schedule 10.4 Form of the Guaranteed Obligations.Press Release ​ [Omitted]

Parent Guarantee. Article Fourteen of the Original Indenture (aas amended and supplemented by this Supplemental Indenture) shall apply to the Notes. The Parent MLP hereby agrees that it shall be a Guarantor will hereby irrevocably of each of the 2015 Notes and unconditionally guarantee on a senior basis, as a primary obligor the 2040 Notes in accordance with Article Fourteen of the Original Indenture. For the purposes of this Supplemental Indenture and not merely as a surety, the Notes (including without limitation the provisions of the Original Indenture to each Holderthe extent applicable thereto), the Trusteeterm “Guarantor” shall mean the MLP, and accordingly, the Collateral Agent Parent Guarantee of the MLP shall be a Securities Guarantee with respect to the Indenture and their successors each of the 2015 Notes and assigns the Guaranteed Obligations2040 Notes; provided, however that such Securities Guarantee shall not apply to any obligations under any series of Securities other than the 2015 Notes and the 2040 Notes. The To evidence its Parent Guarantee set forth in Article Fourteen of the Original Indenture (as amended and supplemented by this Supplemental Indenture), the Guarantor further hereby agrees that a notation of such Parent Guarantee substantially in the Guaranteed Obligations may form attached as Exhibit B hereto will be extended or renewed, in whole or in part, without notice or further assent from endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Parent Guarantor, Trustee and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall this Supplemental Indenture will be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent executed on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure such Guarantor by one of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligationsits Officers. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes set forth in Article Fourteen of the Original Indenture (as amended and supplemented by this Supplemental Indenture) will remain in full force and effect notwithstanding any failure to endorse on each Note a guarantee notation of payment, performance and compliance when due (and not such Parent Guarantee. If an Officer whose signature is on this Supplemental Indenture or on the Parent Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a guarantee of collection) and waives any right to require that any resort be had by any HolderParent Guarantee is endorsed, the Trustee or Parent Guarantee will be valid nevertheless. The delivery of any Note by the Collateral Agent to any security held for payment Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guaranteed ObligationsParent Guarantee set forth in the Indenture on behalf of the Guarantor.

Parent Guarantee. (a) The Parent Guarantor will hereby (i) agrees to take any and all actions necessary to cause Acquiror to perform all of their respective obligations under this Agreement in accordance with their respective terms (including with respect to the consummation of the Transaction, the payment of any and all amounts required pursuant to Article III and, if applicable, any amounts payable pursuant to Section 10.2) (collectively, the “Guaranteed Obligations”) and (ii) absolutely, unconditionally and irrevocably and unconditionally guarantee on a senior basisguarantees, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent full and their successors and assigns complete performance by Acquiror of the Guaranteed Obligations. The , and Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer liable for any breach by Acquiror of any of the Guaranteed Obligations Obligations. This is a guarantee of payment (not of collection) and also waives notice of protest for nonpaymentperformance. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder Company shall not be affected by (i) obligated to file any claim relating to the Guaranteed Obligations in the event that Acquiror becomes subject to bankruptcy, reorganization or similar proceedings, and the failure of the Company to so file shall not affect Parent Guarantor’s obligations hereunder. In the event that any Holder, payment to the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal Company in respect of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations is rescinded or must otherwise be returned for any Subsidiary Guarantor; or reason whatsoever (v) the failure of any Holderother than in circumstances where Parent Guarantor is not liable to make such payment), the Trustee or the Collateral Agent Parent Guarantor shall remain liable hereunder with respect to exercise any right or remedy against any other guarantor of the Guaranteed ObligationsObligations as if such payment had not been rescinded or returned. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantorspromptness, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets diligence, presentment, demand of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee performance, demand of payment, performance and compliance when due (and not a guarantee filing of collection) and waives any claim, any right to require that any resort be had by proceeding first against Acquiror, protest, notice of any Holderkind and all demands whatsoever and all suretyship defenses generally in connection with the performance of its covenants, agreements and obligations set forth in this Section 12.17. Notwithstanding the Trustee foregoing, to the extent Acquiror is relieved of all or the Collateral Agent to any security held for payment portion of the Guaranteed Obligations.Obligations by satisfaction thereof on the terms and subject to the conditions set forth in this Agreement or pursuant to any other agreement with the Seller, Parent Guarantor shall be similarly relieved of its corresponding obligations under this Section 12.17. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 12.17 are knowingly made in contemplation of such benefits. [Signature pages follow]

Parent Guarantee. Centennial Cellular Operating Co. LLC, a Delaware limited liability company (a) The “Parent Guarantor will hereby Guarantor”), irrevocably and unconditionally guarantee guarantees (the “Parent Guarantee”) to Buyer and its successors and assigns, the prompt and complete payment when due of all financial obligations of Seller to Buyer under this Agreement (“Seller Obligations”), including any indemnification payments that may become due to Buyer under this Agreement. If any Seller Obligation shall not be paid when due, Parent Guarantor shall become liable to Buyer for such obligation and Buyer may recover from Parent Guarantor the full amount of any such Seller Obligation payable on demand. No provision hereof shall in any manner restrict the rights and remedies of Seller or Buyer under this Agreement and the other documents executed in connection therewith. Parent Guarantor shall be liable to Buyer under this Agreement only to the extent that Seller is liable hereunder. Except if the payment of the Seller Obligations in question is still under a senior basisdispute by Seller, Parent Guarantor shall not have the right to assert as a defense to its obligations under this Guarantee any defense of any kind or nature that Seller could assert with respect to the payment of the Seller Obligations, whether or not Seller has in fact asserted any such defenses. This Parent Guaranty shall continue to be effective, or be reinstated, as a primary obligor and not merely as a suretythe case may be, to each Holderif at any time payment, the Trusteeor any part thereof, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Seller Obligations and also waives notice is rescinded or must otherwise be restored or returned by Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities Seller, or the Guaranteed Obligations. The obligations upon or as a result of the Parent Guarantor hereunder shall not be affected by (i) the failure appointment of any Holdera receiver, the Trustee intervener or the Collateral Agent to assert any claim conservator of, or demand trustee or to enforce any right or remedy against the Issuer similar officer for, Seller or any other Person under this Indenturesubstantial part of its property, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, all as though such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and payments had not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationsbeen made.

Parent Guarantee. (a) The Parent DCP Midstream, LP shall be a Guarantor will hereby irrevocably and unconditionally guarantee of the Notes in accordance with Article Sixteen of the Original Indenture. Upon a default in payment of principal of, or premium, if any, or interest on a senior basis, as a primary obligor and not merely as a surety, to each Holderthe Notes, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder the Holders of the Notes, may institute legal proceedings directly against the Guarantor to enforce the Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Tenth Supplemental Indenture) without first proceeding against the Company. For the purposes of this Tenth Supplemental Indenture and the Trustee for Notes (including without limitation the Guaranteed Obligations or any Subsidiary Guarantor; or (v) provisions of the failure of any HolderOriginal Indenture to the extent applicable thereto), the Trustee term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream, LP, and accordingly, the Collateral Agent Guarantee of DCP Midstream, LP shall be a Guarantee with respect to exercise the Indenture and the Notes; provided, however, that such Guarantee shall not apply to any right or remedy against obligations under any series of Securities other guarantor than the Notes. To evidence its Guarantee set forth in Article Sixteen of the Guaranteed ObligationsOriginal Indenture (as amended and supplemented by this Tenth Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each Note authenticated and delivered by the Trustee and that this Tenth Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Tenth Supplemental Indenture) will remain in full force and effect notwithstanding any failure to endorse on each Note a guarantee notation of payment, performance and compliance when due (and not such Guarantee. If an Officer whose signature is on this Tenth Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a guarantee of collection) and waives any right to require that any resort be had by any HolderGuarantee is endorsed, the Trustee or Guarantee will be valid nevertheless. The delivery of any Note by the Collateral Agent to any security held for payment Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guaranteed ObligationsGuarantee set forth in the Indenture on behalf of the Guarantor.

Parent Guarantee. In order to induce the Lenders to extend credit to the Assuming Borrower hereunder and for other good and valuable consideration (a) The the receipt and sufficiency of which are hereby acknowledged), the Parent Guarantor will hereby absolutely and irrevocably and unconditionally guarantee on a senior basis, guarantees the payment when and as a primary obligor and not merely as a surety, to each Holder, due of the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent Guarantorit, and that no it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary GuarantorsObligation. The Parent Guarantor waives presentation waives, to the fullest extent permitted by applicable law, presentment to, demand of payment from and protest to the Issuer Assuming Borrower or any Subsidiary of any of the Guaranteed Obligations Obligations, and also waives waives, to the fullest extent permitted by applicable law, notice of acceptance of its obligations and notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (ia) the failure of any Holder, the Trustee applicable Lender (or the Collateral Agent any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against the Issuer Assuming Borrower or any other Person Subsidiary under this Indenturethe provisions of any Banking Services Agreement, the Securities or any other agreement Swap Agreement or otherwise; (iib) any extension or renewal of this Indenture, any of the Securities or any other agreementObligations; (iiic) any rescission, waiver, amendment or modification of of, or release from, any of the terms or provisions of this IndentureAgreement, the Securities any other Loan Document, any Banking Services Agreement, any Swap Agreement or any other agreement; (ivd) any default, failure or delay, willful or otherwise, in the release performance of any security held by of the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary GuarantorObligations; or (ve) the failure of any Holderapplicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Trustee Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of the Assuming Borrower, any Subsidiary or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the Collateral Agent genuineness, enforceability or validity of any agreement relating thereto or with respect to exercise any right collateral securing the Obligations or remedy any part thereof, or any other invalidity or unenforceability relating to or against the Assuming Borrower, any Subsidiary or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Assuming Borrower, such Subsidiary or any other guarantor of the Guaranteed Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) 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 Parent 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 Parent to subrogation. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee agreement hereunder constitutes a guarantee of payment, performance and compliance 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 a guarantee merely of collection) , and waives waives, to the fullest extent permitted by applicable law, any right to require that any resort be had by any Holderapplicable Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Assuming Borrower, any Subsidiary or any other Person. The obligations of the Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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. The Parent confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations under this Article X. The Parent further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and 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 (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by any applicable Lender (or any of its Affiliates) upon the insolvency, bankruptcy or reorganization of the Assuming Borrower or any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which any applicable Lender (or any of its Affiliates) may have at law or in equity against the Parent by virtue hereof, upon the failure of the Assuming Borrower or any 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 Trustee Parent hereby promises to and will, upon receipt of written demand by any applicable Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to such applicable Lender (or any of its Affiliates) in cash an amount equal to the Collateral Agent to unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. The Parent further agrees that if payment in respect of any security held Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other office, branch, affiliate or correspondent bank of the applicable Lender for such currency and if, 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 Guaranteed Obligationsreasonable judgment of any applicable Lender (or any of its Affiliates), disadvantageous to such applicable Lender (or any of its Affiliates) in any material respect, then, at the election of such applicable Lender, the Parent shall make payment of such Obligation in Dollars (based upon the applicable Dollar equivalent amount in effect on the date of payment as reasonably determined by such Lender or its Affiliate) and/or in New York, Chicago or such other city as is designated by such applicable Lender (or its Affiliate) and, as a separate and independent obligation, shall indemnify such applicable Lender (and any of its Affiliates) against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by the Parent of any sums as provided above, all rights of the Parent against the Assuming Borrower or any 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 in cash of all the amounts owed by the Assuming Borrower or such Subsidiary to the applicable Lender (or its applicable Affiliates). In furtherance of the foregoing, the Parent will not assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification, that it has against the Assuming Borrower or any Subsidiary or any collateral, until the indefeasible payment in full in cash of all the amounts owed by the Assuming Borrower or such Subsidiary to the applicable Lender (or its applicable Affiliates). The Parent hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Subsidiary Guarantor to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that the Parent shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Parent intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Nothing shall discharge or satisfy the liability of the Parent hereunder except the full performance and payment in cash of the Obligations (other than contingent indemnity obligations and obligations in respect of Swap Agreements and Banking Services Agreements, in each case not yet due and payable). At such time as the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than obligations under any Swap Agreement or any Banking Services Agreement, in each case not yet due and payable, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash and the Commitments shall have been terminated, the foregoing guarantee by Parent and all obligations (other than those expressly stated to survive such termination) of Parent thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

Parent Guarantee. (a) The In order to induce the Lender to extend credit hereunder to Borrower, Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basisguarantees, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Borrower Obligations. The Parent Guarantor further agrees that the Guaranteed due and punctual payment of the Borrower Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent Guarantorit, and that no it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Guaranteed Obligation shall release the obligations of the Borrower Obligation. Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation presentment to, demand of payment from and protest to the Issuer Borrower of any of the Guaranteed Obligations Borrower Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (ia) the failure of any Holder, the Trustee or the Collateral Agent Lender to assert any claim or demand or to enforce any right or remedy against Borrower under the Issuer or any other Person under provisions of this Indenture, the Securities or any other agreement Agreement or otherwise; , (iib) change or increase in the amount of any extension of the Borrower Obligations, whether or renewal of this Indenturenot consented to by Parent, the Securities or any other agreement; (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Agreement or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee agreement hereunder constitutes a guarantee promise of payment, performance and compliance payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Borrower Obligations or operated as a discharge thereof) and not a guarantee merely of collection) , and waives any right to require that any resort be had by the Lender to any Holderbalance of any deposit account or credit on the books of any bank in favor of any other person. The obligations of Parent 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 Borrower Obligations, any impossibility in the performance of the Borrower Obligations or otherwise. Without limiting the generality of the foregoing, the Trustee obligations of Parent hereunder shall not be discharged or impaired or otherwise affected by the Collateral Agent failure of the 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 Borrower Obligations, or by any other act or omission which may or might in any manner or to any security held for payment extent vary the risk of Parent or otherwise operate as a discharge of Parent or Borrower as a matter of law or equity. Parent 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 Borrower Obligation is rescinded or must otherwise be restored by the Lender upon the bankruptcy or reorganization of Borrower or otherwise. In furtherance of the Guaranteed Obligationsforegoing and not in limitation of any other right which the Lender may have at law or in equity against Parent by virtue hereof, upon the failure of Borrower to pay any Borrower Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Parent hereby promises to and will, upon receipt of written demand by the Lender, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrower Obligation. Upon payment by Parent of any Borrower Obligation, the Lender shall, in a reasonable manner, assign the amount of such Borrower Obligation owed to it and so paid to Parent, to the extent to which the Borrower Obligation in question was discharged by Parent, or make such disposition thereof as Parent shall direct (all without recourse to the Lender and without any representation or warranty by the Lender). Upon payment by Parent of any sums as provided above, all rights of Parent against 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 to the prior indefeasible payment in full of all the Borrower Obligations owed by Borrower to the Lender.

Parent Guarantee. (a) The Parent Guarantor will Guarantor, by its execution of this Supplemental Indenture, hereby agrees with each Holder of a Note authenticated and delivered by the Trustee and with the Trustee for itself and on behalf of each such Holder, to be unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Trustee to confirm such Guarantee to the Holder of each such Note of the Issuer, with such Guarantee endorsed thereon, by its authentication, execution and delivery of each such Note by the Trustee. GUARANTEE OF XXXXXXX COMPANY PLC For value received, XXXXXXX COMPANY PLC, a company duly organized and existing under the laws of Ireland (herein called the “Parent Guarantor,” which term includes any successor Person under the Indenture), hereby fully, irrevocably and unconditionally guarantee guarantees to the Holder of the Notes and to the Trustee for itself and on behalf of each such Holder the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture, and all other amounts owed under the Indenture, all in accordance with and subject to the terms and limitations of the Notes and Article 14 of the Base Indenture. In case of the failure of PERRIGO FINANCE UNLIMITED COMPANY, a senior basis, as a primary obligor and not merely as a suretypublic unlimited company duly organized under the laws of Ireland (herein called the “Issuer,” which term includes any successor Person under such Indenture), to each Holderpromptly make any such payment of principal (and premium, if any) or interest, or any other payments owed under the Indenture, the TrusteeParent Guarantor hereby agrees to cause any such payment of principal (and premium, if any) or interest, and all other amounts owed under the Collateral Agent Indenture, to be made promptly when and their successors as the same shall become due and assigns payable, whether at the Guaranteed ObligationsStated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer, subject to the terms and limitations of Article 14 of the Base Indenture. The Parent Guarantor further hereby agrees that its obligations under the Guaranteed Obligations Guarantee and the Indenture shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of, and shall be unaffected by any failure to enforce the provisions of the Notes or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of a Note or the Trustee for such series of Notes or any other circumstance which may be extended otherwise constitute a legal or renewedequitable discharge of a surety or guarantor; provided, in whole however, that, notwithstanding the foregoing, no such waiver, modification or in partindulgence shall, without notice or further assent from the consent of the Parent Guarantor, and that no extension increase the principal amount of such Note, or renewal increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Guaranteed Obligation shall release Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the obligations maturity thereof pursuant to Article 5 of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Base Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to which it may be entitled require a proceeding first against the Issuer, protest or notice with respect to have its obligations hereunder divided among itself the Notes or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under the Notes and the Subsidiary Guarantorsall demands whatsoever, such and covenants that the Guarantee of the Parent Guarantor’s obligations would Guarantor will not be less than discharged, except, by payment in full of the principal of (and premium, if any, on) and interest on the Notes, or as otherwise set forth in this Indenture; provided, that if any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Parent Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Parent Guarantor any amount paid either to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full amount claimedforce and effect. The Parent Guarantor hereby waives any right shall be subrogated to which it may be entitled to have the assets all rights of the Issuer first be used and depleted as payment Holder of the Issuer’s or Notes and the Parent Guarantor’s obligations hereunder prior to Trustee for the Notes of such series against the Issuer in respect of any amounts being claimed from or paid to such Holder by the Parent Guarantor hereunder. The pursuant to the provisions of this Guarantee; provided, however, that the Parent Guarantor hereby waives any right to which it may shall not be entitled to require that enforce or to receive any payments arising out of or based upon such right of subrogation until the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee principal of payment, performance and compliance when due (and not a guarantee of collectionpremium, if any, on) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment interest on all Notes of the Guaranteed Obligationssame series issued under the Indenture shall have been paid in full.

Parent Guarantee. (a) The Parent Guarantor will Company hereby fully, irrevocably and unconditionally guarantees (such guarantee on a senior basis, to be referred to herein as a primary obligor and not merely as a suretythe "PARENT GUARANTEE"), to each Holder, of the Trustee, Holders and to the Collateral Agent Trustee and their respective successors and assigns that (i) the Guaranteed Obligationsprincipal of and interest on the Subsidiary Issuer Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal, if any, and interest on any interest, if any, to the extent lawful, of the Subsidiary Issuer Notes and all other obligations of the Subsidiary Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Subsidiary Issuer Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of CLAUSES (i) and (ii) above, to the limitations set forth in SECTION 10.05. The Parent Guarantor further Company hereby agrees that its obligations hereunder shall be unconditional, irrespective of the Guaranteed Obligations may validity, regularity or enforceability of the Subsidiary Issuer Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any of the Holders with respect to any provisions hereof or thereof, the recovery of any judgment against the Subsidiary Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Company with respect to the Parent Guarantee. The Company hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Subsidiary Issuer, any right to require a proceeding first against the Subsidiary Issuer, protest, notice and all demands whatsoever and covenants that this Parent Guarantee will not be extended discharged except by complete performance of the obligations contained in the Subsidiary Issuer Notes, this Agreement and in this Parent Guarantee. If any Holder or renewedthe Trustee is required by any court or otherwise to return to the Subsidiary Issuer, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension Subsidiary Issuer Guarantor, the Guarantors, or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with custodian, trustee, liquidator or other similar official acting in relation to the Subsidiary Guarantees of Issuer, the Subsidiary Guarantors. The Parent Guarantor waives presentation toCompany, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full any amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor, Subsidiary Issuer, the Company or any Guarantor hereunderto the Trustee or such Holder, this Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against Company further agrees that, as between the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance on the one hand, and compliance when due the Holders and the Trustee, on the other hand, (and not a guarantee of collectionx) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment maturity of the Guaranteed Obligationsobligations guaranteed hereby may be accelerated as provided in ARTICLE SIX for the purposes of this Parent Guarantee, and (y) in the event of any acceleration of such obligations as provided in ARTICLE SIX, such obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purpose of this Parent Guarantee.

Parent Guarantee. All payments by the Issuers under the Indenture and the Securities are fully and unconditionally guaranteed by Parent. ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (aPlease print or typewrite name and address including postal zip code of assignee) The Parent Guarantor will the within Global Security of GENPACT LUXEMBOURG S.À X.X. and GENPACT USA, INC. and all rights hereunder, hereby irrevocably constituting and unconditionally guarantee appointing to transfer said Global Security on the books of the within-named Issuers, with full power of substitution in the premises. Dated: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or part of this Note purchased by the Issuers pursuant to Change of Control Repurchase Event, state the amount you elect to have purchased: $_______________ (integral multiples of $1,000, provided that the unpurchased portion must be in a senior basis, minimum principal amount of $2,000) Date: _____________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee*: __________________________________ * Participant in a primary obligor and not merely as a surety, recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations). SCHEDULE OF EXCHANGE OF GLOBAL NOTES* The initial outstanding principal amount of this Global Note is $__________. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal following exchanges of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal a part of this IndentureGlobal Note for an interest in another Global Note or for a Definitive Note, the Securities or any other agreement; (iii) any rescissionexchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, waiver, amendment or modification have been made: Date of any Exchange Amount of the terms or provisions decrease in Principal Amount of this IndentureGlobal Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee, Depositary or Custodian * This schedule should be included only if the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed ObligationsNote is issued in global form.

Parent Guarantee. In order to induce the Lenders to extend credit to the Borrowers hereunder and for other good and valuable consideration (a) The the receipt and sufficiency of which are hereby acknowledged), the Parent Guarantor will hereby absolutely and irrevocably and unconditionally guarantee on a senior basisguarantees, as a primary obligor and not merely as a surety, to each Holderthe payment when and as due of the Obligations of the Foreign Subsidiary Borrowers and the Specified Ancillary Obligations (collectively, the Trustee, the Collateral Agent and their successors and assigns the “Guaranteed Obligations”). The Parent Guarantor further agrees that the due and punctual payment of such Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent Guarantorit, and that no it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary GuarantorsObligation. The Parent Guarantor waives presentation presentment to, demand of payment from and protest to the Issuer any Subsidiary of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (ia) the failure of the Administrative Agent, any Holder, the Trustee Issuing Bank or the Collateral Agent any Lender (or any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against any Subsidiary under the Issuer or provisions of this Agreement, any other Person under this IndentureLoan Document, the Securities or any other agreement Hedge Agreement, any Banking Services Agreement or otherwise; (iib) any extension or renewal of this Indenture, any of the Securities or any other agreementGuaranteed Obligations; (iiic) any rescission, waiver, amendment or modification of of, or release from, any of the terms or provisions of this IndentureAgreement, the Securities any other Loan Document, any Hedge Agreement, any Banking Services Agreement or any other agreement; (ivd) any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations; (e) the release failure of the Administrative Agent (or any applicable Lender (or any of its Affiliates)) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any security held by Subsidiary or any other guarantor of any of the Collateral Agent on behalf Guaranteed Obligations; (g) the enforceability or validity of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; part thereof or (v) the failure genuineness, enforceability or validity of any Holderagreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Trustee Guaranteed Obligations, for any reason related to this Agreement, any other Loan Document, any Hedge Agreement, any Banking Services Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the Collateral Agent to exercise any right payment by such Subsidiary or remedy against any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; or (h) 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 Parent 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 Parent to subrogation. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee agreement hereunder constitutes a guarantee of payment, performance and compliance 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 a guarantee merely of collection) , and waives any right to require that any resort be had by the Administrative Agent, any HolderIssuing Bank or any Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary or any other Person. The obligations of the Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise. The Parent further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter existing and 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 (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) upon the insolvency, bankruptcy, examinership or reorganization of any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Guaranteed Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) may have at law or in equity against the Parent by virtue hereof, upon the failure of any 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 Trustee Parent hereby promises to and will, upon receipt of written demand by the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to the Collateral Administrative Agent, such Issuing Bank or such Lender (or any of such Lender’s Affiliates) in cash an amount equal to the unpaid principal amount of the Guaranteed Obligations then due, together with accrued and unpaid interest thereon. The Parent further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates), disadvantageous to the Administrative Agent, any Issuing Bank or such Lender (or any of such Lender’s Affiliates) in any material respect, then, at the election of the Administrative Agent or such Lender, the Parent shall make payment of such Guaranteed Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent or such Lender and, as a separate and independent obligation, shall indemnify the Administrative Agent, such Issuing Bank and such Lender (and such Lender’s Affiliates), as applicable, against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by the Parent of any sums as provided above, all rights of the Parent against any 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 in cash of all the Guaranteed Obligations owed by such Subsidiary. The Parent hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Subsidiary Guarantor to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that the Parent shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any security held greater amount). The Parent intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Nothing shall discharge or satisfy the liability of the Parent hereunder except the full performance and payment in cash of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor guarantees the full and not merely as a surety, to each Holderprompt payment and performance of all of Buyer’s obligations and liabilities under this Agreement and the Assignment and Assumption Agreement executed in connection with the Closing (collectively, the Trustee, the Collateral Agent and their successors and assigns the “Guaranteed Obligations”). The Parent Guarantor further agrees that In the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of event any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not have been paid when due and payable or performed when required to be affected by (i) performed, Parent shall pay or perform such Guaranteed Obligation immediately after a demand therefor from Seller. Parent shall also be liable for the failure reasonable attorneys’ fees and expenses of Seller’s external counsel incurred in any Holder, the Trustee effort to collect or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The guarantee contained in this Section 11.20 (this “Guarantee”) is a guarantee of payment and performance, and not of collection, and Seller is not required to proceed first against Buyer or any other Person before resorting to Parent Guarantor for payment under this Guarantee. In the event that any payment to Seller in respect of the Guaranteed Obligations is rescinded or must be returned, Parent shall remain liable under this Guarantee in respect of such Guaranteed Obligations as if such payment had not been made. Parent hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself circumstance that might constitute a legal or equitable discharge of a surety or guarantor, including but not limited to: (a) notice of acceptance of this Guarantee; (b) presentment and demand concerning the Subsidiary Guarantorsliabilities of Parent; (c) notice of any dishonor or default by, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used or disputes with, Buyer; and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collectiond) and waives any right to require that any resort action or proceeding be had by brought against Buyer or any Holderother Person, the Trustee or the Collateral Agent to require that Seller seek enforcement of any performance against Buyer or any other Person, prior to any security held for action against Parent under the terms of this Guarantee. Parent hereby consents to the renewal, compromise, extension, acceleration, or other modification of the terms of the Guaranteed Obligations requested or agreed to in writing by Buyer, and to any change, modification or waiver of the terms of Guaranteed Obligations requested or agreed in writing by Buyer, without in any way releasing or discharging Parent from its obligations under this Guarantee. Parent further waives all defenses arising from (i) the bankruptcy, insolvency, dissolution, or liquidation of Buyer and (ii) the lack of power and authority on the part of Buyer to enter into this Agreement and the Assignment and Assumption Agreement executed in connection with the Closing. No failure on the part of Seller to exercise, and no delay in exercising, any right, remedy or power under this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any right, remedy or power under this Guarantee preclude any other or future exercise of any right, remedy or power. This Guarantee shall remain in full force and effect and shall be binding on Parent and its successors and assigns until all of the Guaranteed Obligations have been indefeasibly satisfied in full. Upon payment by Parent of the Guaranteed Obligations., so long as none of the Guaranteed Obligations then due and payable remain unpaid or are in breach, Parent shall be subrogated to the rights of Seller against Buyer with respect to such Guaranteed Obligations. Notice under this Guarantee shall be given to Parent at Buyer’s address in accordance with Section 11.2. Parent may not (1) assign its rights, benefits or obligations under this Guarantee or (2) amend or modify any provision of this Guarantee, in each case without the prior written consent of Seller. This Guarantee shall inure to the benefit of Seller, its successors and assigns. The provisions of Sections 4.1, 4.2, 4.3, 4.6, 11.4, 11.6, 11.8, 11.9, 11.10, 11.14 through (and including) 11.19 shall be deemed to apply to this Guarantee mutatis mutandis as if fully set forth herein. [Signature Page Follows]

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably fully and unconditionally guarantee on a senior basisan unsecured and junior subordinated basis the full and prompt payment of principal of, premium, if any, and interest on the notes, when and as a primary obligor the same become due and not merely as a suretypayable (other than during an Optional Deferral Period), to each Holderwhether at stated maturity, the Trusteeupon redemption, the Collateral Agent and their successors and assigns the Guaranteed Obligationsby declaration of acceleration or otherwise. The Parent Guarantor further agrees that Guarantor’s obligations under the Guaranteed Obligations may Guarantee will, to the extent provided in the indenture, be extended or renewed, subordinated to the prior payment in whole or in part, without notice or further assent from full of all present and future senior indebtedness of the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantorsas defined below. The Parent Guarantor waives presentation to, demand Guarantor’s obligations under the Guarantee will rank senior in right of payment from to all of its present and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpaymentfuture equity securities, including its common units. The Parent Guarantor waives notice holders of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may senior indebtedness will be entitled to have the assets receive payment in full of such senior indebtedness before holders of the Issuer first be used and depleted as notes receive from the Parent Guarantor any payment of principal, premium or interest with respect to the Issuer’s notes: • upon any payment or distribution of the Parent Guarantor’s obligations hereunder prior assets to its creditors in connection with the Parent Guarantor’s total or partial liquidation or dissolution; or • in a bankruptcy, receivership or similar proceeding relating to the Parent Guarantor or its property. In these circumstances, until the Parent Guarantor’s senior indebtedness is paid in full, any amounts being claimed distribution to which holders of notes would otherwise be entitled under the Guarantee will be made to the holders of its senior indebtedness, except that such holders may receive units representing limited partner interests and any debt securities that are subordinated to senior indebtedness to at least the same extent as the Guarantee. If the Parent Guarantor does not pay any principal, premium or interest with respect to its senior indebtedness within any applicable grace period (including at maturity), or any other default on its senior indebtedness occurs and the maturity of such senior indebtedness is accelerated in accordance with its terms, the Parent Guarantor may not: • make any payments under the Guarantee of principal, premium, if any, or interest with respect to the notes; • make any deposit under the Guarantee for the purpose of defeasance of the notes; or • advance monies under the Guarantee to repurchase, redeem or otherwise retire any of the notes, unless, in either case, • the default has been cured or waived and the declaration of acceleration has been rescinded; • the senior indebtedness has been paid in full; or • the Parent Guarantor and the trustee receive written notice approving the payment from the representatives of each issue of designated senior indebtedness (as defined below). During the continuance of any senior indebtedness default, other than a default described in the immediately preceding paragraph, that may cause the maturity of any designated senior indebtedness to be accelerated immediately without further notice, other than any notice required to effect such acceleration, or paid the expiration of any applicable grace periods, the Parent Guarantor may not make payments under the Guarantee in respect of the notes for a period called the “Payment Blockage Period.” A Payment Blockage Period will commence on the receipt by the Parent Guarantor hereunderand the trustee of written notice of the default, called a “Blockage Notice,” from the representative of any designated senior indebtedness specifying an election to effect a Payment Blockage Period, and will expire 179 days thereafter. Generally, “designated senior indebtedness” will include any issue of senior indebtedness of at least $100 million. The Payment Blockage Period may be terminated before its expiration: • by written notice from the person or persons who gave the Blockage Notice; • by repayment in full in cash of the senior indebtedness with respect to which the Blockage Notice was given; or • if the default giving rise to the Payment Blockage Period is no longer continuing. Unless the holders of the designated senior indebtedness shall have accelerated the maturity of the senior indebtedness, the Parent Guarantor hereby waives any right to which it may resume making payments under the Guarantee in respect of the notes after the expiration of the Payment Blockage Period. Generally, not more than one Blockage Notice may be entitled given in any period of 360 consecutive days. The total number of days during which any one or more Payment Blockage Periods are in effect, however, may not exceed an aggregate of 179 days during any period of 360 consecutive days. After all senior indebtedness is paid in full and until the notes are paid in full, holders of the notes will be subrogated to require that the Issuer be sued prior rights of holders of senior indebtedness to an action being initiated against receive distributions applicable to senior indebtedness. By reason of the subordination, in the event of the Parent Guarantor. The Parent Guarantor further agrees that ’s insolvency, its Parent Guarantee constitutes a guarantee creditors who are holders of paymentsenior indebtedness, performance and compliance when due (and not a guarantee as well as certain of collection) and waives any right to require that any resort be had by any Holderits general creditors, may recover more, ratably, than the Trustee or the Collateral Agent to any security held for payment holders of the Guaranteed Obligationsnotes will recover under the Guarantee.

Parent Guarantee. (a) The Parent Subject to the provisions of this Article XI, the Guarantor will hereby irrevocably fully and unconditionally guarantee guarantees, on a senior subordinated basis, as a primary obligor and not merely as a surety, to each HolderHolder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity or enforceability of this Indenture, the TrusteeNotes or the obligations of the Company under this Indenture or the Notes, that: (i) the Collateral Agent principal of, premium (if any) and their successors interest on the Notes will be paid in full when due, whether at Stated Maturity or Interest Payment Date, by acceleration or call for redemption, (ii) all other obligations of the Company to the Holders or the Trustee under this Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of this Indenture and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, Notes; and (iii) in whole or case of any extension of time in part, without notice or further assent from the Parent Guarantor, and that no extension payment or renewal of any Guaranteed Obligation Notes or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantor will be obligated to pay the same before failure to pay becomes an Event of Default. The Guarantor agrees that this is a guarantee of payment not a guarantee of collection. The Guarantor hereby agrees that its obligations with regard to this Parent Guarantee shall release be unconditional, irrespective of the validity or enforceability of the Notes or the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person Company under this Indenture, the Securities absence of any action to enforce the same, the recovery of any judgment against the Company or any other agreement obligor with respect to this Indenture, the Notes or otherwisethe obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor further, to the extent permitted by law, hereby waives (a) demand, protest and notice of any kind (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or the failure of the Trustee, the Holders or the Company (each a "Benefitted Party") to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person, (c) notice of the existence, creation or incurring of any new or additional Indebtedness or obligation, (d) any right to require a proceeding first against the Company or right to require the prior disposition of the assets of the Company to meet its obligations, (e) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iif) any extension defense arising because of a Benefitted Party's election, in any proceeding instituted under Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2); or renewal (g) any defense based on 76 84 any borrowing or grant of a security interest under 11 U.S.C. Section 364. The Guarantor hereby covenants that its Parent Guarantee will not be discharged except by complete performance of the obligations contained in its Parent Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantor, or any custodian acting in relation to either the Company or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Holder, the Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor hereby agrees that by virtue of the Guarantor's execution and delivery of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any Guarantor shall be deemed to have signed on each Note issued hereunder the notation of the terms or provisions of this Indenture, Parent Guarantee set forth on the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor form of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted Note attached hereto as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.Exhibit A.

Parent Guarantee. (a) The To induce the Sellers to enter into this Agreement, Parent Guarantor will hereby irrevocably irrevocably, absolutely and unconditionally guarantee on a senior basis, guarantees as a primary obligor and not merely as a surety, surety to each Holderthe Sellers, the Trusteefull and punctual payment, the Collateral Agent performance and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal discharge of any Guaranteed Obligation shall release all of the obligations of Purchaser to the Parent Guarantor hereunderSellers under this Agreement, and all liabilities and damages payable by Purchaser arising under or in connection with this Agreement, whether pursuant to Section 1.2, Section 6.2, Article VII or otherwise, when due, subject to and in accordance with the provisions of this Agreement (the “Obligations”). The obligations In furtherance of the foregoing, Parent Guarantor hereunder acknowledges that its liability under this Section 8.16 shall be joint extend to the Obligations and several with that the Subsidiary Guarantees Sellers may, in their sole discretion, bring and prosecute a separate action or actions against Parent for the full amount of the Subsidiary Guarantors. The Parent Guarantor waives presentation toObligations, demand regardless of payment from and protest to the Issuer of whether action is brought against Purchaser or any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holderother Person, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer whether Purchaser or any other Person under this Indenture, the Securities is joined in any such action or actions or whether Purchaser or any other agreement Person was primarily responsible for causing the Obligations of Purchaser under this agreement. For the avoidance of doubt, Parent shall remain liable for performing its obligations hereunder in the event that Purchaser assigns this Agreement to an Affiliate thereof in accordance with the terms of this Agreement (with all references to “Purchaser” herein to then be deemed references to such affiliated assignee). Parent’s obligations hereunder shall apply regardless of any amendments, variations, alterations, waivers or otherwiseextensions to this Agreement executed pursuant to this Agreement, regardless of whether Parent received notice of the same and Parent hereby waives notice of the same. In connection with this guaranty, Parent waives: (a) any defenses that would be available to Purchaser arising under applicable bankruptcy Laws; (b) any right to require the Sellers to (i) proceed against Purchaser or any other Person; (ii) proceed against or exhaust any extension security or renewal (iii) pursue any other remedy for the breach of an obligation by Purchaser under this IndentureAgreement; and (c) any defense from the absence, the Securities impairment or loss of any right of reimbursement or subrogation or any other agreement; (iii) rights against Purchaser. The Sellers acknowledge and agree that, except as otherwise provided in this Section 8.16, Parent may assert any rescission, waiver, amendment or modification defenses that would be available to Purchaser with respect to any demand for performance of any Obligations of Purchaser under this Agreement (including those set forth in Article VII). The Parties have executed this Stock Purchase Agreement as of the terms or provisions date indicated in the first sentence of this IndentureAgreement. SELLERS: /s/ Xxxxxx Xxxx Xxxxxx Xxxx XXXXXX XXXXX TRUST DATED DECEMBER 22, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the 2006 By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any HolderCOMPANY: NLAYER COMMUNICATIONS, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed ObligationsINC. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary GuarantorsBy: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: President PURCHASER: GLOBAL TELECOM & TECHNOLOGY AMERICAS, such that the Parent Guarantor’s obligations would be less than the full amount claimedINC. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunderBy: /s/ Xxxxx XxXxx Name: Xxxxx XxXxx Its: General Counsel PARENT: GLOBAL TELECOM & TECHNOLOGY, INC. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.By: /s/ Xxxxx XxXxx Name: Xxxxx XxXxx Its: General Counsel ANNEX A

Parent Guarantee. (a) The Parent DCP Midstream, LP shall be a Guarantor will hereby irrevocably and unconditionally guarantee of the Notes in accordance with Article Sixteen of the Original Indenture. Upon a default in payment of principal of, or premium, if any, or interest on a senior basis, as a primary obligor and not merely as a surety, to each Holderthe Notes, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder the Holders of the Notes, may institute legal proceedings directly against the Guarantor to enforce the Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Seventh Supplemental Indenture) without first proceeding against the Company. For the purposes of this Seventh Supplemental Indenture and the Trustee for Notes (including without limitation the Guaranteed Obligations or any Subsidiary Guarantor; or (v) provisions of the failure of any HolderOriginal Indenture to the extent applicable thereto), the Trustee term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream, LP, and accordingly, the Collateral Agent Guarantee of DCP Midstream, LP shall be a Guarantee with respect to exercise the Indenture and the Notes; provided, however, that such Guarantee shall not apply to any right or remedy against obligations under any series of Securities other guarantor than the Notes. To evidence its Guarantee set forth in Article Sixteen of the Guaranteed ObligationsOriginal Indenture (as amended and supplemented by this Seventh Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each Note authenticated and delivered by the Trustee and that this Seventh Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Seventh Supplemental Indenture) will remain in full force and effect notwithstanding any failure to endorse on each Note a guarantee notation of payment, performance and compliance when due (and not such Guarantee. If an Officer whose signature is on this Seventh Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a guarantee of collection) and waives any right to require that any resort be had by any HolderGuarantee is endorsed, the Trustee or Guarantee will be valid nevertheless. The delivery of any Note by the Collateral Agent to any security held for payment Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guaranteed ObligationsGuarantee set forth in the Indenture on behalf of the Guarantor.

Parent Guarantee. Parent hereby guarantees to Seller the full and timely performance of all of the obligations of Buyer under this Agreement, including the payment obligations of Buyer pursuant to Section 2.2 (collectively, the “Guaranteed Obligations”). This is a guarantee of performance, and not merely of collection, and Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of Buyer’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. Parent hereby waives, for the benefit of Seller, (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basisany right to require Seller, as a primary obligor and not merely as a suretycondition of performance by Parent, to each Holderproceed in any action against Buyer or pursue any other remedies whatsoever and (b) to the fullest extent permitted by applicable Law, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees any defenses or benefits that the Guaranteed Obligations may be extended derived from or renewedafforded by any Law that limit the liability of or exonerate guarantors or sureties, other than defense of performance in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor full of the Guaranteed Obligations. The Parent Guarantor will reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including court and arbitration costs and reasonable attorneys’ fees) incurred by Seller in connection with the enforcement of their rights under this Section 9.9. If all or any part of any payment to or for the benefit of Seller in respect of a Guaranteed Obligation is invalidated, declared to be fraudulent or preferential or set aside and, in each such case, required for any reason to be repaid or paid to a trustee, receiver or other third Person, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if that payment had not been made. Parent understands and acknowledges that Seller is relying on this guarantee and the representations and warranties set forth in the immediately following sentence in entering into this Agreement. Parent hereby waives any right represents and warrants that (i) it has full power and authority to which it may be entitled execute and deliver this Agreement (solely for purposes of this Section 9.9), to have carry out its obligations hereunder divided among itself and make any payments required to be made hereby, (ii) the execution and delivery by Parent of this Agreement (solely for purposes of this Section 9.9), and the Subsidiary Guarantorsperformance by Parent of its obligations hereunder, such that have been duly authorized by all requisite corporate action on the part of Parent Guarantor’s obligations would be less than the full amount claimedand (iii) this Agreement has been duly executed and delivered by Parent (solely for purposes of this Section 9.9), and constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms. The foregoing representations and warranties of Parent Guarantor hereby waives any right to which it may be entitled to have shall survive in perpetuity and shall not terminate. Each of Seller, the assets Company, Reusables Holdco, Buyer and Parent has executed this Agreement as of the Issuer date first be used above written. SELLER: LB Super Holdco LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer & President COMPANY: LB Holdco, Inc. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Executive Officer & President REUSABLES HOLDCO: LB Jersey Holdco Limited (solely for the purposes for Article VI and depleted as payment of VII hereof) By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director BUYER: By: /s/ Xxxxxxx (Xxxxx) Xxxx Name: Xxxxxxx (Xxxxx) Xxxx Title: President & Treasurer PARENT: Sealed Air Corporation (solely for the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance purposes for Section 9.9 hereof) By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: SVP & Chief Growth and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.Strategy Officer ANNEX A Accounting Principles Schedule

Parent Guarantee. Parent shall cause Asset Purchaser and Unit Purchaser to timely perform and fulfill their obligations under this Agreement and any Other Transaction Document and shall perform the obligations of Asset Purchaser and Unit Purchaser if either of them are unable to, or do not, promptly perform their respective obligations under this Agreement or any Other Transaction Document (a) The and in any event do not perform their respective obligations within thirty days of being required to do so under this Agreement or any Other Transaction Document). Parent Guarantor will hereby irrevocably guarantees the full, complete and unconditionally timely performance by Asset Purchaser and Unit Purchaser of each and every obligation of Asset Purchaser and Unit Purchaser under this Agreement and any Other Transaction Document, including the payment of all present and future amounts. If any default shall be made by Asset Purchaser and Unit Purchaser in the performance of any such obligations, then Parent shall perform or cause to be performed such obligation promptly following notice from the Seller specifying the default. The Seller may proceed to enforce its rights against Parent from time to time contemporaneously with or after any enforcement against Asset Purchaser and Unit Purchaser. This guarantee on is absolute and unconditional and Parent waives any and all defenses specifically available only to a senior basis, as guarantor (other than performance in full by Asset Purchaser and Unit Purchaser) that would not be available to Parent if Parent was the purchasing entity under this Agreement instead of the Asset Purchaser and Unit Purchaser. Parent shall be entitled to assert any and all defenses to any obligation under this Agreement or any Other Transaction Document that would be available to Asset Purchaser and Unit Purchaser in any action commenced by Seller to enforce this Agreement or that would be available to Parent if Parent was the purchasing entity under this Agreement instead of the Asset Purchaser and Unit Purchaser. The guarantee set forth in this Section 12.14 is a primary obligor guarantee of payment and not merely as of collection and shall be deemed a suretycontinuing and unlimited guarantee and shall remain in full force and effect until the satisfaction in full of all obligations of Asset Purchaser and Unit Purchaser under this Agreement and the Other Transaction Documents. Parent further agrees to pay all costs, to each Holderfees and expenses incurred by the Seller in connection with enforcing or exercising its rights under, or arising from a breach by Parent of, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureSection 12.14, provided the Securities Seller is successful in establishing its entitlement to such relief, or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any HolderParent’s breach, the Trustee or the Collateral Agent under this Section 12.14. The parties hereto, intending to exercise any right or remedy against any other guarantor be legally bound hereby, have duly executed this Agreement as of the Guaranteed Obligationsdate first above written. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed ObligationsCARDIOME PHARMA CORP.

Parent Guarantee. So long (aand only so long) The as the Company is Non-Reporting, Parent Guarantor will hereby irrevocably and unconditionally guarantees (such guarantee on a senior basis, to be referred to herein as a primary obligor “Parent Guarantee”) to each Holder of Securities of each series authenticated and not merely delivered by the Trustee and to the Trustee and its successors and assigns, jointly and severally with each Guarantor of the Securities of that series, if any, irrespective of the validity and enforceability of this Indenture, such Securities or the obligations of the Company hereunder or thereunder, (i) the due and punctual payment of the principal of and any premium or interest on such Securities, whether at maturity or on an interest payment date, by acceleration, pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue principal of and interest, if any, on such Securities, if lawful, and all other obligations of the Company to the Holders of such Securities or the Trustee hereunder or thereunder shall be promptly paid in full, all in accordance with the terms hereof and thereof including all amounts payable to the Trustee under Section 6.07 hereof, and (ii) in case of any extension of time of payment or renewal of any such Securities or any of such other obligations, the same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. If the Company fails to make any payment when due of any amount so guaranteed for whatever reason, so long (and only so long) as a suretythe Company is Non-Reporting, Parent Guarantor shall be obligated, jointly and severally with each such Guarantor of the Securities of that series, if any, to each pay the same immediately. Parent Guarantor hereby agrees that, so long (and only so long) as the Company is Non-Reporting, its obligations hereunder shall be continuing, absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the Securities, this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Parent Guarantor. Parent Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demand whatsoever and covenants that, so long (and only so long) as the Company is Non-Reporting, its Parent Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities guaranteed by the Parent Guarantee, in this Indenture and in this Article Sixteen. If any Holder of Securities or the Trustee is required by any court or otherwise to return to the Company or Parent Guarantor or any Guarantor of such Securities, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or Parent Guarantor or any Guarantor of such Securities, any amount paid by the Company or Parent Guarantor or any Guarantor of such Securities to the Trustee or such Holder, this Article Sixteen, to the Trusteeextent theretofore discharged with respect to the Parent Guarantee, so long (and only so long) as the Collateral Agent Company is Non-Reporting, shall be reinstated in full force and their successors and assigns effect. Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Guaranteed ObligationsHolders of Securities of a series guaranteed hereby by Parent Guarantor in respect of any obligations guaranteed hereby by such Parent Guarantee until payment in full of all such obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedthat, in whole or in part, without notice or further assent from the as between Parent Guarantor, on the one hand, and that no extension or renewal the Holders of any Guaranteed Obligation shall release Securities and the obligations of Trustee on the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation toother hand, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure maturity of the obligations guaranteed hereby by such Parent Guarantee may be accelerated as provided in Article Five hereof for the purposes of the Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (ii) so long (and only so long) as the Company is Non-Reporting, in the event of any Holderacceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Parent Guarantor, jointly and severally with any other Guarantor of such Securities, for the purpose of this Article Sixteen. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article Five, so long (and only so long) as the Company is Non-Reporting, the Trustee or may make a demand for payment on the Collateral Agent Securities under the Parent Guarantee thereof to assert the extent not discharged. Parent Guarantor shall be subrogated to all rights of the Holder of any claim or demand Securities guaranteed hereby by the Parent Guarantee against the Company in respect of any amounts paid to such Holder by Parent Guarantor pursuant to the provisions of the Parent Guarantee; provided that Parent Guarantor shall not be entitled to enforce, or to enforce receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all such Securities shall have been paid in full. The Parent Guarantee provided in this Section 16.01 shall not be valid or remedy against become obligatory for any purpose with respect to a Security unless the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal certificate of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held authentication on such Security shall have been signed by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationsduly appointed agent.

Parent Guarantee. Parent hereby unconditionally guarantees to Buyer the full and timely payment by Seller of any amount due and payable from Seller to Buyer in accordance with the terms of this Agreement (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee subject to any limitations on a senior basisSeller’s obligations set forth herein), as a primary obligor including any and not merely as a surety, to each Holderall payments required under Article VIII (collectively, the Trustee“Seller Payment Obligations”). Parent further unconditionally guarantees to Buyer that if Seller fails to perform any Seller Payment Obligation when due and upon written demand, the Collateral Agent and their successors and assigns the Guaranteed then Parent shall, upon written demand from Buyer, perform, or cause to be performed, all such Seller Payment Obligations. The All payments made by Parent Guarantor pursuant to the obligations incurred by it under this Section 13.4 shall be paid within ten (10) business days after receipt by Parent from Buyer of written demand for such payment. In the event that Parent fails to make such payment within such time, Buyer may, at its option, immediately proceed against Parent for the performance of the Seller Payment Obligations or to enforce its rights hereunder, without first proceeding against Seller. Parent further agrees that the Guaranteed Obligations may its guarantee shall be extended or renewed, an irrevocable guarantee and shall continue in whole or in part, without notice or further assent from the Parent Guarantor, and that no effect notwithstanding any extension or renewal modification of any Guaranteed Seller Payment Obligation, any assumption of any such Seller Payment Obligation shall release the obligations by any other party, or any other act or thing which might otherwise operate as a legal or equitable discharge of the a guarantor and Parent Guarantor hereunderhereby waives all special suretyship defenses and notice requirements. The obligations obligations, covenants and agreements of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be released, affected or impaired in any way by (i) the failure voluntary or involuntary liquidation, sale or disposition of any Holderassets of Seller, the Trustee or the Collateral Agent to assert any claim merger or demand or to enforce any right or remedy against the Issuer or consolidation of Seller with any other Person under this Indenture, the Securities person. This guarantee shall be binding upon all successors and assigns of Parent (including but not limited to any entity or any other agreement or otherwise; (ii) any extension or renewal group of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right entities to which it may be entitled to have Parent sells, assigns or transfers all or substantially all of its or its subsidiaries’ assets in one or more related transactions); provided, however, that no assignment shall release Parent from its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. Parent shall cause the performance of all of Buyer¶s agreements, covenants and obligations under this Agreement and the other Transaction Documents (athe ³Buyer Obligations´). Parent hereby unconditionally, absolutely, continually and irrevocably guarantees to each Seller and each Seller¶s respective successors and assigns full and punctual performance, discharge and/or payment, as applicable, of all of the Buyer Obligations (such guarantee, the ³Parent Guarantee´) and shall be liable for any breach of any representation, warranty, covenant, agreement or obligation of Buyer under this Agreement or any other Transaction Document. The Parent Guarantor will hereby irrevocably Guarantee is a guarantee of payment and unconditionally guarantee on a senior basis, as a primary obligor performance and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligationscollection. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, Guarantee and that no extension or renewal of any Guaranteed Obligation shall release the obligations of Parent under this Section 8.6 shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, and the liability of Parent under the Parent Guarantor hereunder. The obligations Guarantee is exclusive and independent of any other guarantee of the Parent Guarantor hereunder shall be joint and several with Buyer Obligations, whether executed by Parent, by any other guarantor or by any other Person. Without limitation as to the Subsidiary Guarantees foregoing, no amendment to this Agreement or any of the Subsidiary Guarantors. The Parent Guarantor waives presentation toother Transaction Documents, demand including an amendment that amends, modifies, extends or accelerates the time or manner of payment from and protest to the Issuer and/or performance of any of the Guaranteed Buyer Obligations shall, with or without any notice to or consent of Parent, in any way discharge, terminate, release, affect or impair the obligations of Parent under the Parent Guarantee. With respect to the Parent Guarantee, Parent waives (u) notice of the Buyer Obligations and also waives the acceptance of the Parent Guarantee by Sellers, (v) promptness, diligence, protest, presentment, demand for payment, notice of default or non-payment, notice of dishonor, notice of protest for nonpayment. The Parent Guarantor waives notice and all other notices of any default kind, (w) all defenses based on Buyer¶s failure to duly authorize, execute or deliver this Agreement or any other Transaction Documents, based on any claim as to unenforceability of this Agreement or any other Transaction Document or based on any other occurrence or state of facts that would cause any representation or warranty of Buyer under this Agreement or any of the other Transaction Documents not to be true and correct, (x) any right to the deferral or modification of its obligations under this Section 8.6 and the Parent Guarantee by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor-relief proceeding and any right to require the marshalling of assets of Buyer, (y) all defenses that may be available by virtue of any valuation, stay, moratorium law or other Legal Requirement now or hereafter in effect, and (z) all other defenses of a surety or guarantor to which it may be entitled; provided, however, that, except for the defenses described in clause (w) of this sentence, Parent shall be entitled to assert as a defense against the Parent Guarantee with respect to any Buyer Obligation any defense that Buyer would be entitled to assert with respect to such Buyer Obligation. Without limitation as to the foregoing, the obligations of Parent under this Section 8.6 and the liability of Parent under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder Guarantee shall not be reduced, limited, impaired, discharged, terminated or affected by (i) the failure any substitution, release or exchange of any Holder, other guarantee of or security for any of the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwiseBuyer Obligations; (ii) any extension bankruptcy, insolvency, reorganization, liquidation, dissolution or renewal winding up of this Indenture, the Securities or any other agreementBuyer; (iii) any rescissionclaim, waiversetoff, amendment defense, or modification other right that Parent may have against any Seller (other than pursuant to this Agreement or any of the other Transaction Documents); (iv) any delay or failure by Sellers in the exercise of their rights and remedies under this Agreement, including under this Section 8.6, or any other Transaction Document; (v) any delay or failure of Sellers to enforce this Agreement or any other Transaction Document against Buyer or to obtain any judgment against Buyer or to pursue any action to enforce any judgment against Buyer; (vi) any direction as to application of payment by Buyer or by any other Person; (vii) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other Person as to any of the Buyer Obligations; (viii) any payment on or in reduction of any such other guarantee or undertaking; (viii) any termination or increase, decrease or change in personnel by Buyer; (ix) any change, reorganization or termination of the corporate or limited liability company structure or existence of Parent or Buyer or any of their Subsidiaries and to any corresponding restructuring of the Buyer Obligations; or (x) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Parent 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 8.6 are knowingly made in contemplation of such benefits. Sellers shall not be obliged to exhaust their recourse against Buyer or any guarantee or security that any Seller may hold before being entitled to performance from Parent of the Buyer Obligations. Parent¶s obligations under the Parent Guarantee shall remain in full force and effect until all Buyer Obligations shall have been fully paid, performed, satisfied and discharged. To the extent that Parent or Buyer shall make a payment with respect to any Buyer Obligation, which payment is subsequently invalidated, is declared to be fraudulent or preferential, or otherwise is avoided and/or required to be repaid to Parent, Buyer, a trustee, a receiver or any other Person, including under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such avoidance or repayment, the Buyer Obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made. Parent shall not exercise any rights of subrogation that it may at any time otherwise have as a result of the Parent Guarantee to the claims of Sellers against Buyer or any other guarantor of any of the terms Buyer Obligations and any contractual, statutory or provisions common law rights of this Indenturereimbursement, contribution or indemnity from any such other guarantor which it may at any time otherwise have as a result of the Securities or any other agreement; (iv) Parent Guarantee until such time as the release of any security held by the Collateral Agent on behalf of each Holder Buyer Obligations shall have been fully performed, satisfied and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to discharged. Parent shall not exercise any right to enforce any other remedy which Sellers now have or remedy may hereafter have against any such other guarantor, any endorser or any other guarantor of all or any part of the Guaranteed ObligationsBuyer Obligations until such time as the Buyer Obligations shall have been fully paid, performed, satisfied and discharged. The Parent Guarantor hereby waives This Section 8.6 applies to any right assignee of Buyer under Section 12.7 as if references in this Section 8.6 to which it may be entitled Buyer were to have its such assignee (and, in the case of any such application of this Section 8.6, the term Buyer Obligations means all of such assignee's agreements, covenants and obligations hereunder divided among itself under this Agreement and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationsother Transaction Documents).

Parent Guarantee. (a) The Subject to the provisions of this Article 10, Parent Guarantor will hereby irrevocably fully and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a suretyguarantees, to each HolderHolder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity or enforceability of this Indenture, the TrusteeSenior Notes or the obligations of the Company under this Indenture or the Senior Notes, that: (i) the Collateral Agent principal of, premium (if any) and their successors and assigns interest on the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may Senior Notes will be extended paid in full when due, whether at maturity by acceleration or renewed, in whole or in part, without notice or further assent from the Parent Guarantorotherwise, and that no interest on the overdue principal and premium (if any) and (to the extent permitted by law)interest on the Senior Notes will be promptly paid in full; (ii) all other obligations of the Company to the Holders or the Trustee under this Indenture or the Senior Notes will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Senior Notes; and (iii) in case of any extension of time in payment or renewal of any Guaranteed Obligation Senior Notes or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders or the Trustee, for whatever reason, Parent will be obligated to pay, or to perform or cause the performance of, the same before such failure becomes an Event of Default. Parent agrees that this is a guarantee of payment not a guarantee of collection. Parent hereby agrees that its obligations with regard to this Parent Guarantee shall release be unconditional, irrespective of the validity, regularity or enforceability of the Senior Notes or the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person Company under this Indenture, the Securities absence of any action to enforce the same, the recovery of any judgment against the Company or any other agreement obligor with respect to this Indenture, the Senior Notes or otherwise; the obligations of the Company under this Indenture or the Senior Notes, any action to enforce the same or any other circumstances (iiother than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Parent further, to the extent permitted by law, hereby waives (a) demand, protest and notice of any kind, (b) any extension defense that may arise by reason of the incapacity, lack of authority, death or renewal disability of any other person or the failure of the Trustee, the Holders or the Company (each a "Benefitted Party") to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person, (c) notice of the existence, creation or incurring of any new or additional Debt or obligation, (d) any right to require a proceeding first against the Company or right to require the prior disposition of the assets of the Company to meet its obligations, (e) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (f) any defense arising because of a Benefitted Party's election, in any proceeding instituted under Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2) or (g) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364. Parent hereby covenants that its Parent Guarantee will not be discharged except by complete performance of the obligations contained in the Senior Notes, the Parent Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or Parent, or any custodian acting in relation to either the Company or Parent, any amount paid by the Company or Parent to the Trustee or such Holder, the Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Parent agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Parent agrees that, as between it, on the one hand, and the Holders of Senior Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 10 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 10 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by Parent for the purpose of its Parent Guarantee. Parent hereby agrees that by virtue of Parent's execution and delivery of this Indenture, Parent shall be deemed to have signed on each Senior Note issued hereunder the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any notation of the terms or provisions of this Indenture, Parent Guarantee set forth on the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor forms of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself Senior Note attached hereto as Exhibit A and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.Exhibit B.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably irrevocably, absolutely, fully and unconditionally guarantee on a senior basis, guarantees (the “Parent Guarantee”) to the Buyers and their respective successors and permitted assigns the prompt and complete payment when and as a primary obligor and not merely as a surety, due of all payment obligations of the Seller hereunder or under the Transaction Documents (the “Guaranteed Obligations”). Notwithstanding anything to each Holderthe contrary herein, the Trusteeliability of Parent under this Parent Guarantee, and Buyers’ right of recovery under this Parent Guarantee, is limited to a total aggregate amount equal to the Collateral Agent Cap, which shall be inclusive of any reasonable expenses of the Buyers of endeavoring to collect such amount or any part thereof and their successors of enforcing this Parent Guarantee (including reasonable attorney fees and assigns court costs); provided, however, that such expenses shall be payable by Parent only to the extent that a Buyer is successful in enforcing payment of the applicable Guaranteed ObligationsObligation under this Parent Guarantee. The This Parent Guarantor further agrees Guarantee shall expire on the date that is fifteen (15) months after the Closing Date, and Parent will not be liable hereunder for the Guaranteed Obligations may be extended created, incurred, contracted, or renewedassumed after such date; provided, however, that such expiration shall not affect, in whole any manner, rights arising under (i) this Parent Guarantee with respect to Guaranteed Obligations that have been created, incurred, or in part, without notice assumed prior to the applicable termination date or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release (ii) the obligations of the Seller or its Affiliates under this Agreement or the Transaction Documents; provided, further, however, that this Parent Guarantor hereunderGuarantee shall not expire with respect to any claim for indemnification under this Agreement that was delivered to the Seller on or prior to the date that is fifteen (15) months after the Closing Date, and such claim (and the Parent’s Liability hereunder with regard thereto) shall survive until such claim is finally resolved. The obligations In the event of a default or failure by the Seller to make payment of the Guaranteed Obligations when due under this Agreement or the Transaction Documents (after any grace period therefor set forth in this Agreement or the Transaction Documents), Buyers may, at any time thereafter, submit written notice to Parent Guarantor hereunder describing in reasonable detail the default or failure on the part of the Seller. Upon receipt of written notice of the default or failure, for a period of ten (10) days, Parent will have the option of curing any default or failure by the Seller that is 38 curable. If the default or failure by the Seller has not been cured by the end of such ten (10) day period, Parent shall be joint immediately make the payment due under this Parent Guarantee to the applicable Buyer by wire transfer of immediately available funds to the account specified by such Buyer. Parent agrees that the Parent Guarantee is a primary obligation of Parent and several that the Buyers may enforce the Parent Guarantee in accordance with the Subsidiary Guarantees terms of this Section 5.13 without the Subsidiary Guarantorsnecessity at any time of resorting to or exhausting any other rights, remedies, security or collateral, by law or otherwise and Parent WAIVES any right to require that any action be brought against the Seller, or that Buyers be required to enforce, attempt to enforce or exhaust any such rights or remedies against the Seller. The Parent Guarantor waives presentation to, demand This is a guarantee of payment from when and protest as due and not merely of collection. Parent agrees that this Parent Guarantee shall not be discharged except by the complete and irrevocable performance of all Guaranteed Obligations up to the Issuer Cap. Parent hereby expressly waives presentment, protest, and notice of protest or dishonor of any of the Guaranteed Obligations hereby guaranteed, except as specifically provided for herein. Without limiting Parent’s own defenses and also waives notice rights hereunder, Parent reserves to itself all rights, setoffs, counterclaims and other defenses that the Seller may have to payment of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer all or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal portion of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations except any legal or any Subsidiary Guarantor; equitable discharge or (v) defense arising from bankruptcy, insolvency, dissolution or liquidation of the failure Seller or Parent. Upon payment of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor all of the Guaranteed Obligations. The Obligations owing to the Buyers or payment up to the Cap, Parent Guarantor hereby waives any right shall be subrogated to which it may be entitled to have its obligations hereunder divided among itself the rights of Buyers against the Seller, and the Subsidiary GuarantorsBuyers agree to take, at Parent’s sole cost and expense (which shall be disregarded for purposes of the Cap), such that the reasonable steps as Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right may reasonably request to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationsimplement such subrogation.

Parent Guarantee. In order to induce the Lenders to extend credit to the Borrowers hereunder and for other good and valuable consideration (a) The the receipt and sufficiency of which are hereby acknowledged), the Parent Guarantor will hereby absolutely and irrevocably and unconditionally guarantee on a senior basisguarantees, as a primary obligor and not merely as a surety, to each Holderthe payment when and as due of the Obligations of the Foreign Subsidiary Borrowers and the Specified Ancillary Obligations (collectively, the Trustee, the Collateral Agent and their successors and assigns the “Guaranteed Obligations”). The Parent Guarantor further agrees that the due and punctual payment of such Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent Guarantorit, and that no it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary GuarantorsObligation. The Parent Guarantor waives presentation presentment to, demand of payment from and protest to the Issuer any Subsidiary of any of the Guaranteed Obligations Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (ia) the failure of the Administrative Agent, any Holder, the Trustee Issuing Bank or the Collateral Agent any Lender (or any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against any Subsidiary under the Issuer or provisions of this Agreement, any other Person under this IndentureLoan Document, the Securities or any other agreement Hedge Agreement, any Banking Services Agreement or otherwise; (iib) any extension or renewal of this Indenture, any of the Securities or any other agreementGuaranteed Obligations; (iiic) any rescission, waiver, amendment or modification of of, or release from, any of the terms or provisions of this IndentureAgreement, the Securities any other Loan Document, any Hedge Agreement, any Banking Services Agreement or any other agreement; (ivd) any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations; (e) the release failure of the Administrative Agent (or any applicable Lender (or any of its Affiliates)) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any security held by Subsidiary or any other guarantor of any of the Collateral Agent on behalf Guaranteed Obligations; (g) the enforceability or validity of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; part thereof or (v) the failure genuineness, enforceability or validity of any Holderagreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Trustee Guaranteed Obligations, for any reason related to this Agreement, any other Loan Document, any Hedge Agreement, any Banking Services Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the Collateral Agent to exercise any right payment by such Subsidiary or remedy against any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; or (h) 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 Parent 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 Parent to subrogation. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee agreement hereunder constitutes a guarantee of payment, performance and compliance 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 a guarantee merely of collection) , and waives any right to require that any resort be had by the Administrative Agent, any HolderIssuing Bank or any Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary or any other Person. The obligations of the Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise. The Parent further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter existing and 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 (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) upon the insolvency, bankruptcy, examinership or reorganization of any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Guaranteed Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates) may have at law or in equity against the Parent by virtue hereof, upon the failure of any 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 Trustee Parent hereby promises to and will, upon receipt of written demand by the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to the Collateral Administrative Agent, such Issuing Bank or such Lender (or any of such Lender’s Affiliates) in cash an amount equal to the unpaid principal amount of the Guaranteed Obligations then due, together with accrued and unpaid interest thereon. The Parent further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, any Issuing Bank or any Lender (or any of its Affiliates), disadvantageous to the Administrative Agent, any Issuing Bank or such Lender (or any of such Lender’s Affiliates) in any material respect, then, at the election of the Administrative Agent or such Lender, the Parent shall make payment of such Guaranteed Obligation in Dollars (based upon the applicable Dollar Amount of such Specified Ancillary Obligation in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent or such Lender and, as a separate and independent obligation, shall indemnify the Administrative Agent, such Issuing Bank and such Lender (and such Lender’s Affiliates), as applicable, against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by the Parent of any sums as provided above, all rights of the Parent against any 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 in cash of all the Guaranteed Obligations owed by such Subsidiary. The Parent hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Subsidiary Guarantor to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that the Parent shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any security held greater amount). The Parent intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Nothing shall discharge or satisfy the liability of the Parent hereunder except the full performance and payment in cash of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent Guarantor will hereby absolutely, unconditionally and irrevocably guarantees to Seller the payment and unconditionally guarantee on a senior basisperformance of all of the payment and other obligations of Buyer to Seller in this Agreement and the other Transaction Agreements (the “Parent Obligations”), as a primary obligor in each case, when and not merely as a suretyto the extent that, any such Parent Obligations shall become due and payable; provided, however, that the Parent shall be subject to each Holder, the Trustee, limitations set forth herein and shall succeed to all rights of the Collateral Agent and their successors and assigns the Guaranteed ObligationsBuyer hereunder. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, guaranty set forth in whole or in part, without notice or further assent from the Parent Guarantorthis Section 10.25 is a present and continuing guaranty of payment and not of collectability, and that no extension Seller shall not be required to prosecute collection, enforcement or renewal other remedies against Buyer or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on the Parent for payment or performance. The Parent agrees that if, for any reason, Buyer shall fail or be unable to pay or perform, punctually and fully, any of any Guaranteed Obligation the Parent Obligations, the Parent shall release pay or perform such Parent Obligations to Seller in full immediately upon demand. The Parent agrees that the obligations of the Parent Guarantor hereunderpursuant to this Section 10.25 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may have against Seller or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Parent shall have any knowledge thereof). The obligations execution, delivery and performance by the Parent of this Agreement and the consummation of the Parent Guarantor hereunder shall be joint and several with transactions contemplated hereby, have been duly authorized by all necessary corporate action on the Subsidiary Guarantees part of the Subsidiary GuarantorsParent. The Parent Guarantor waives presentation tohas duly executed and delivered this Agreement, demand of payment from and protest assuming the due authorization, execution and delivery by Seller, this Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the Issuer extent that the enforceability thereof may be limited by the Enforceability Exceptions. [The remainder of any this page is intentionally blank. Signatures follow.] In witness whereof, the parties have caused this Agreement to be executed under seal by their respective duly authorized officers as of the Guaranteed Obligations day and also waives notice of protest for nonpaymentyear first written above. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed ObligationsBUYER: VISTA OUTDOOR OPERATIONS LLC By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer PARENT: VISTA OUTDOOR INC. The obligations of the Parent Guarantor hereunder shall not be affected by By: /s/ Xxxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer THE COMPANY: FOX (iPARENT) the failure of any HolderHOLDINGS, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureINC. By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President SELLER: FOX PARENT HOLDINGS, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.LLC By: /s/Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President

Parent Guarantee. (a) The In order to induce the Banks to extend credit hereunder to Borrower, Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basisguarantees, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Borrower Obligations. The Parent Guarantor further agrees that the Guaranteed due and punctual payment of the Borrower Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Parent Guarantorit, and that no it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Guaranteed Obligation shall release the obligations of the Borrower Obligation. Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation presentment to, demand of payment from and protest to the Issuer Borrower of any of the Guaranteed Obligations Borrower Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (ia) the failure of any Holder, the Trustee Bank or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against Borrower under the Issuer or any other Person under provisions of this Indenture, the Securities or any other agreement Agreement or otherwise; , (iib) change or increase in the amount of any extension of the Borrower Obligations, whether or renewal of this Indenturenot consented to by Parent, the Securities or any other agreement; (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Agreement or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee agreement hereunder constitutes a guarantee promise of payment, performance and compliance payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Borrower Obligations or operated as a discharge thereof) and not a guarantee merely of collection) , and waives any right to require that any resort be had by any HolderBank to any balance of any deposit account or credit on the books of any Bank in favor of any other person. The obligations of Parent 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 Borrower Obligations, any impossibility in the performance of the Borrower Obligations or otherwise. Without limiting the generality of the foregoing, the Trustee obligations of Parent hereunder shall not be discharged or impaired or otherwise affected by the Collateral failure of the Agent or any Bank 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 Borrower Obligations, or by any other act or omission which may or might in any manner or to any security held for payment extent vary the risk of Parent or otherwise operate as a discharge of Parent or Borrower as a matter of law or equity. Parent 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 Borrower Obligation is rescinded or must otherwise be restored by the Agent or any Bank upon the bankruptcy or reorganization of Borrower or otherwise. In furtherance of the Guaranteed Obligationsforegoing and not in limitation of any other right which the Agent or any Bank may have at law or in equity against Parent by virtue hereof, upon the failure of Borrower to pay any Borrower Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, Parent hereby promises to and will, upon receipt of written demand by the Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Borrower Obligation. Upon payment by Parent of any Borrower Obligation, each Bank shall, in a reasonable manner, assign the amount of such Borrower Obligation owed to it and so paid to Parent, such assignment to be pro tanto to the extent to which --- ----- the Borrower Obligation in question was discharged by Parent, or make such disposition thereof as Parent shall direct (all without recourse to any Bank and without any representation or warranty by any Bank). Upon payment by Parent of any sums as provided above, all rights of Parent against 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 to the prior indefeasible payment in full of all the Borrower Obligations owed by Borrower to the Banks.

Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably guarantees to Seller the full and prompt performance of all of Buyer’s obligations set forth in this Agreement and payment of all amounts required to be paid by Buyer as set forth in this Agreement, (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holdercollectively, the Trustee, the Collateral Agent and their successors and assigns the “Buyer Guaranteed Obligations”). The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee foregoing constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection. The liability of Parent hereunder is direct and unconditional, and may be enforced without requiring Seller first to resort to any other right, remedy, or security. Seller agrees to give Parent written notice of any failure of Buyer to perform any of Buyer Guaranteed Obligations (provided, however, that any delay of Seller in providing such written notice shall not affect Parent’s obligations hereunder except to the extent Parent has been adversely affected or prejudiced by such delay). Other than as set forth in the previous sentence, Parent hereby waives all rights of notice or demand, including without limitation presentment, demand for payment and protest of any instrument, and notice of dishonor or nonpayment, notice of default or nonpayment by Buyer and all other notices to which Parent may otherwise be entitled. In addition, Parent waives all suretyship defenses it may have, whether now or in the future, including without limitation: (i) any lack of validity, regularity or enforceability of this Section 12.17; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Buyer Guaranteed Obligations, or any other amendment or waiver of, or any consent to depart from, the terms of the Agreement; (iii) any failure on the part of Seller to exercise, or any delay in exercising, any right under the Agreement; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Parent with respect to the Buyer Guaranteed Obligations or the obligations of Parent under this Section 12.17. Parent waives notice and proof of reliance by Seller on this Section and all of the Buyer Guaranteed Obligations shall conclusively be deemed to have been created, incurred, renewed, extended, amended and/or waived in reliance upon Parent’s obligations in this Section 12.17. Parent also waives any right to require that seek contribution, indemnification, subrogation or reimbursement from Buyer, until all of Buyer Guaranteed Obligations have been indefeasibly paid in full. The execution of this Agreement by and on behalf of Parent has been authorized by all necessary corporate action and will not violate Parent’s charter or by-laws or any resort be had material agreement, instrument, order, judgment or decree to which it is a party or by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationswhich it is bound.

Parent Guarantee. (a) The Parent Guarantor will (i) hereby irrevocably unconditionally guarantees the due and unconditionally guarantee on a senior basispunctual payment and performance of all of the Seller’s and its Affiliates’ obligations and commitments under this Agreement or any related documents, and (ii) hereby further covenants to procure and cause the Seller and its Affiliates to take such actions necessary to support and duly complete the due and punctual payment and performance of the Seller’s and its Affiliates’ obligations and commitments under this Agreement and any related documents in relation to the Buyer’s exercise of its rights and remedies under this Agreement and any related documents (collectively, (i) and (ii) this “Parent Guaranty”). This Parent Guaranty is an irrevocable guaranty of payment and performance (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement or any related document, any assumption of any such guaranteed obligations by any other party or Person or any other act or event that might otherwise operate as a primary obligor and not merely as a surety, to each Holder, legal or equitable discharge of the Trustee, the Collateral Agent and their successors and assigns the Guaranteed ObligationsParent. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal hereby waives all its rights to subrogation arising out of any Guaranteed Obligation shall release the obligations of the payment or performance by The Parent Guarantor hereunderunder this Parent Guaranty. The obligations of the Parent Guarantor hereunder shall be joint absolute and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation tounconditional, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by or contingent upon (ia) the failure liquidation or dissolution of, or the merger or consolidation of the Seller or any of its Affiliates with or into any corporation or other Person, or any sale or transfer by the Seller or any of its Affiliates or all or any part of its or their property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting the Seller or its Affiliates, or (c) any modification, alteration, amendment, supplement, waiver or addition of or to this Agreement or any related document. The Parent hereby waives all suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any Holderother action at any time taken or omitted by the Buyer and, generally, all demands and notices of every kind in connection with this Parent Guaranty, and the Trustee or Seller’s and its Affiliates’ obligations in this Agreement and any related documents hereby guaranteed, and which the Collateral Agent to Parent may otherwise assert any claim or demand or to enforce any right or remedy against the Issuer Buyer. This Parent Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any other Person under this Indenture, the Securities time payment or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification performance of any of the terms or provisions obligations of this Indenture, the Securities Seller or any other agreement; (iv) the release of its Affiliates under this Agreement or any security held related document is rescinded or must otherwise be restored or returned by the Collateral Agent on behalf of each Holder and Company upon the Trustee for the Guaranteed Obligations insolvency, bankruptcy or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor reorganization of the Guaranteed ObligationsSeller or its Affiliates or otherwise. The Parent Guarantor hereby waives acknowledges that each of the waivers set forth in this Parent Guaranty is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any right of said waivers is determined to which it may be entitled contrary to have its obligations hereunder divided among itself and the Subsidiary Guarantorsany applicable law or public policy, such that waivers shall be effective only to the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used extent permitted and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid required by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationsapplicable law.

Parent Guarantee. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, Intelsat Xxxxxxx and Intelsat Bermuda (atogether the “Parent Guarantors”) The hereby agree with the Lenders as follows: Parent Guarantor will Guarantors hereby unconditionally and irrevocably and unconditionally guarantee on a senior basis, as a primary obligor obligors and not merely as a suretysurety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Borrower to each Holderthe Lenders. If any or all of the Obligations of the Borrower to the Lenders becomes due and payable hereunder, Parent Guarantors irrevocably and unconditionally promise to pay such indebtedness to the TrusteeLenders, or order, on demand, together with any and all expenses which may be incurred by the Collateral Agent and their successors and assigns Lenders in collecting any of the Guaranteed Obligations. The This Parent Guarantor further agrees that the Guaranteed Obligations may be extended Guarantee is a guaranty of payment and not of collection. If claim is ever made upon any Lender for repayment or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal recovery of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of amount or amounts received in payment from and protest to the Issuer or on account of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected aforesaid payees repays all or part of said amount by reason of (i) the failure any judgment, decree or order of any Holder, the Trustee court or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer administrative body having jurisdiction over such payee or any other Person under this Indenture, the Securities of its property or any other agreement or otherwise; (ii) any extension settlement or renewal compromise of any such claim effected in good faith by such payee with any such claimant (including the Borrower), then and in such event Parent Guarantors agree that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Indenture, the Securities Parent Guarantee or other instrument evidencing any other agreement; (iii) any rescission, waiver, amendment or modification of any liability of the terms or provisions of this IndentureBorrower, and Parent Guarantors shall be and remain liable to the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee aforesaid payees hereunder for the Guaranteed Obligations amount so repaid or any Subsidiary Guarantor; or (v) recovered to the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, same extent as if such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had never originally been received by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationssuch payee.

Parent Guarantee. DCP Midstream Partners, LP shall be a Guarantor of the 2022 Notes in accordance with Article Sixteen of the Original Indenture. For the purposes of this Second Supplemental Indenture and the 2022 Notes (aincluding without limitation the provisions of the Original Indenture to the extent applicable thereto), the term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream Partners, LP, and accordingly, the Guarantee of DCP Midstream Partners, LP shall be a Guarantee with respect to the Indenture and the 2022 Notes; provided, however, that such Guarantee shall not apply to any obligations under any series of Securities other than the 2022 Notes. To evidence its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Second Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each 2022 Note authenticated and delivered by the Trustee and that this Second Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby agrees that its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Second Supplemental Indenture) will hereby irrevocably remain in full force and unconditionally guarantee effect notwithstanding any failure to endorse on each 2022 Note a senior basisnotation of such Guarantee. If an Officer whose signature is on this Second Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the 2022 Note on which a Guarantee is endorsed, as a primary obligor and not merely as a surety, to each Holder, the Guarantee will be valid nevertheless. The delivery of any 2022 Note by the Trustee, after the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedauthentication thereof hereunder, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations will constitute due delivery of the Parent Guarantor hereunder. The obligations of Guarantee set forth in the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent Indenture on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent DCP Midstream, LP shall be a Guarantor will hereby irrevocably and unconditionally guarantee of the Notes in accordance with Article Sixteen of the Original Indenture. Upon a default in payment of principal of, or premium, if any, or interest on a senior basis, as a primary obligor and not merely as a surety, to each Holderthe Notes, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder the Holders of the Notes, may institute legal proceedings directly against the Guarantor to enforce the Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Eighth Supplemental Indenture) without first proceeding against the Company. For the purposes of this Eighth Supplemental Indenture and the Trustee for Notes (including without limitation the Guaranteed Obligations or any Subsidiary Guarantor; or (v) provisions of the failure of any HolderOriginal Indenture to the extent applicable thereto), the Trustee term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream, LP, and accordingly, the Collateral Agent Guarantee of DCP Midstream, LP shall be a Guarantee with respect to exercise the Indenture and the Notes; provided, however, that such Guarantee shall not apply to any right or remedy against obligations under any series of Securities other guarantor than the Notes. To evidence its Guarantee set forth in Article Sixteen of the Guaranteed ObligationsOriginal Indenture (as amended and supplemented by this Eighth Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each Note authenticated and delivered by the Trustee and that this Eighth Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Eighth Supplemental Indenture) will remain in full force and effect notwithstanding any failure to endorse on each Note a guarantee notation of payment, performance and compliance when due (and not such Guarantee. If an Officer whose signature is on this Eighth Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a guarantee of collection) and waives any right to require that any resort be had by any HolderGuarantee is endorsed, the Trustee or Guarantee will be valid nevertheless. The delivery of any Note by the Collateral Agent to any security held for payment Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guaranteed ObligationsGuarantee set forth in the Indenture on behalf of the Guarantor.

Parent Guarantee. In consideration for Prometheus entering into the Agreement and for other good and valuable consideration the sufficiency of which is hereby acknowledged, Alizyme plc (aa Company incorporated in England and Wales and having its registered office at Granta Park, Great Abington, Xxxxxxxxx, XX00 0XX, Xxxxxx Xxxxxxx) The Parent Guarantor will hereby absolutely, unconditionally and irrevocably guarantees (the "Guarantee") to Prometheus the full and unconditionally guarantee on timely performance of, and failing such performance, agrees to perform, each and all of the obligations (including, without limitation, any obligation to make payments under the Agreement) of its wholly owned subsidiary Alizyme Therapeutics, Ltd under this Agreement. Alizyme plc agrees that its Guarantee is a senior basiscontinuing obligation which shall not be terminated unless and until all of the obligations hereunder of Alizyme Therapeutics, Ltd. are fully performed and that Prometheus hereto may enforce this Guarantee without exhausting any and all remedies available to Prometheus. No invalidity, irregularity or unenforceability of all or any part of Alizyme Therapeutics, Ltd's obligations hereunder (including, without limitation, as a result of the bankruptcy, reorganization or insolvency or pursuant to any assignment for the benefit of creditors, receivership, or similar proceeding with respect to Alizyme Therapeutics, Ltd under this Agreement) shall affect, impair or be a defense to Alizyme plc's obligations hereunder, which are primary obligor and obligations of Alizyme plc. Alizyme plc is not merely as a suretyrelying on any explicit or implicit representation whether oral or in writing with respect to its provision of this Guarantee. In the event of any controversy, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended dispute or renewedclaim arising out of, in whole connection with, or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest relation to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities interpretation, performance, or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal alleged breach of this Indenture, Guarantee the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder Section 12 and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations13.7 shall apply.

Parent Guarantee. Parent (a) The hereby unconditionally guarantees the due and punctual payment and performance of all of Licensee’s obligations and commitments under this Agreement, and (b) without limiting the foregoing, hereby covenants to procure and cause Licensee and its Affiliates to take such actions that may be necessary to support and duly complete the performance of Licensee’s obligations and commitments under this Agreement. Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations such obligations of Licensee and this Agreement may be extended extended, modified or renewed, in whole or in part, in accordance with the terms of this Agreement (without notice or further assent from the Parent GuarantorParent). This guaranty is an irrevocable guaranty of payment and performance (and not just of collection) by Licensee and shall continue in effect until [***], and that no extension notwithstanding any extension, modification or renewal of the terms of this Agreement. This guarantee is primary and is in no way conditioned upon any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunderrequirement that Licensor first attempt to collect or enforce any guaranteed obligation from or against Licensee. The obligations of the Parent Guarantor hereunder shall be joint absolute and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation tounconditional, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by or contingent upon (i) the failure of any Holderliquidation or dissolution of, the Trustee or the Collateral Agent to assert merger or consolidation of Licensee with or into any claim corporation, any sale or demand transfer by Licensee or to enforce any right or remedy against the Issuer all or any other Person under this Indenturepart of its or their property or assets, the Securities or any other agreement or otherwise; assignment of this Agreement, (ii) any extension the bankruptcy, receivership, insolvency, reorganization or renewal of this Indenturesimilar proceedings involving or affecting Licensee, the Securities or any other agreement; (iii) any rescissionmodification, waiveralteration, amendment or modification addition of or to the Agreement; provided that, if Licensee is no longer an Affiliate of Parent, Parent has approved any such alteration, amendment or addition which would materially impact Parent’s obligations hereunder. Parent’s obligations under this Section 15.16 shall terminate upon [***]. Parent acknowledges that each of the waivers set forth in this Section 15.16 is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held extent permitted by law. THIS AGREEMENT IS EXECUTED by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor authorized representatives of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets Parties as of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior Effective Date, 6 January 2020. ZAI AUTO IMMUNE (HONG KONG) LIMITED By: /s/ SAMANTHA DU Name: Samantha Du Title: Chief Executive Officer ARGENX BV ARGENX BV By: /s/ XXX VAN HAUWERMEIREN By: /s/ DIRK BEEUSAERT Name: Xxx Van Hauwermeiren Name: Dirk Beeusaert Title: Chief Executive Officer Title: General Counsel Soley with respect to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.Section 15.16: ZAI LAB LIMITED By: /s/ SAMANTHA DU Name: Samantha Du Title: Chief Executive Officer

Parent Guarantee. DCP Midstream Partners, LP shall be a Guarantor of the 2015 Notes in accordance with Article Sixteen of the Original Indenture. For the purposes of this First Supplemental Indenture and the 2015 Notes (aincluding without limitation the provisions of the Original Indenture to the extent applicable thereto), the term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream Partners, LP, and accordingly, the Guarantee of DCP Midstream Partners, LP shall be a Guarantee with respect to the Indenture and the 2015 Notes; provided, however, that such Guarantee shall not apply to any obligations under any series of Securities other than the 2015 Notes. To evidence its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this First Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each 2015 Note authenticated and delivered by the Trustee and that this First Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby agrees that its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this First Supplemental Indenture) will hereby irrevocably remain in full force and unconditionally guarantee effect notwithstanding any failure to endorse on each 2015 Note a senior basisnotation of such Guarantee. If an Officer whose signature is on this First Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the 2015 Note on which a Guarantee is endorsed, as a primary obligor and not merely as a surety, to each Holder, the Guarantee will be valid nevertheless. The delivery of any 2015 Note by the Trustee, after the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedauthentication thereof hereunder, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations will constitute due delivery of the Parent Guarantor hereunder. The obligations of Guarantee set forth in the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent Indenture on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. Guarantor shall cause each Seller to comply in all respects with each of the representations, warranties, covenants, obligations, agreements and undertakings made or required to be performed by such Seller pursuant to the terms of this Agreement and the Ancillary Agreements. As a material inducement to Buyers’ willingness to enter into this Agreement and perform its obligations hereunder, Guarantor hereby unconditionally guarantees full performance and payment by each Seller of each of the covenants, obligations and undertakings required to be performed by such Seller under this Agreement and the Ancillary Agreements, subject to all terms, conditions and limitations contained in this Agreement, and hereby represents, acknowledges and agrees that any breach of any such representation and warranty or default in the performance(including any nonpayment) of any such covenant, obligation, agreement or undertaking of any Seller shall also be deemed to be a breach or default of Guarantor, and each Buyer 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 (aincluding nonpayment) The Parent directly against either or all of Guarantor will hereby irrevocably and unconditionally Sellers in the first instance, in all cases subject to all terms, conditions and limitations contained in this Agreement. For the avoidance of doubt, this guaranty is an absolute, unconditional and continuing guarantee on a senior basis, as a primary obligor of the full and punctual payment and performance by Sellers of their obligations hereunder and not merely as a surety, to each Holderof collection, the TrusteeParties hereby acknowledge and agree that in no event shall Guarantor be liable to Buyers or any other Buyer Indemnified Party for any Losses if and to the extent that Sellers are not liable to Buyers or any other Buyer Indemnified Party; provided, however, that Guarantor’s liability in accordance with the Collateral Agent terms and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may conditions of this Section 11.23 shall not be extended released or reneweddischarged, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be otherwise affected by (ia) the failure of any Holder, the Trustee Buyer or the Collateral Agent other Buyer Indemnified Party to assert any claim or demand or to enforce any right or remedy against the Issuer Sellers (or any of their permitted assignees) or any other Person Person; (b) any change in time, place or manner of payment of any of the covenants, obligations and undertakings required to be performed by any Seller under this Indenture, Agreement or the Securities Ancillary Agreements or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waivermodification, amendment or modification supplement of any of the terms or provisions of this IndentureAgreement or the Ancillary Agreements, as the Securities case may be, made in accordance with the terms thereof or any other agreementagreement evidencing, securing or otherwise executed in connection with any of such covenants, obligations or agreements; (ivc) the addition, substitution or release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations Sellers (or any Subsidiary Guarantorof their permitted assignees) or any other Person; (d) any change in the corporate existence, structure or ownership of Sellers (or any of their permitted assignees) or any other Person; (e) any insolvency, bankruptcy, reorganization, dissolution, liquidation or other similar Proceeding affecting Sellers (or any of their permitted assignees) or any other Person; (f) the existence of any claim, set-off or other right which Guarantor may have at any time against Sellers or the Buyer Indemnified Parties or any of their respective Affiliates, whether in connection with the obligations of Guarantor under this Section 11.23 or otherwise; or (vg) the failure any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of any Holder, the Trustee Seller that would not also constitute a legal or the Collateral Agent to exercise any right equitable discharge or remedy against any other guarantor defense of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. [The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, next page is the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationssignature page.]

Parent Guarantee. Parent shall cause the performance of all of Buyer’s agreements, covenants and obligations under this Agreement and the other Transaction Documents (athe “Buyer Obligations”). Parent hereby unconditionally, absolutely, continually and irrevocably guarantees to each Seller and each Seller’s respective successors and assigns full and punctual performance, discharge and/or payment, as applicable, of all of the Buyer Obligations (such guarantee, the “Parent Guarantee”) and shall be liable for any breach of any representation, warranty, covenant, agreement or obligation of Buyer under this Agreement or any other Transaction Document. The Parent Guarantor will hereby irrevocably Guarantee is a guarantee of payment and unconditionally guarantee on a senior basis, as a primary obligor performance and not merely as a surety, to each Holder, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligationscollection. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, Guarantee and that no extension or renewal of any Guaranteed Obligation shall release the obligations of Parent under this Section 8.6 shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, and the liability of Parent under the Parent Guarantor hereunder. The obligations Guarantee is exclusive and independent of any other guarantee of the Parent Guarantor hereunder shall be joint and several with Buyer Obligations, whether executed by Parent, by any other guarantor or by any other Person. Without limitation as to the Subsidiary Guarantees foregoing, no amendment to this Agreement or any of the Subsidiary Guarantors. The Parent Guarantor waives presentation toother Transaction Documents, demand including an amendment that amends, modifies, extends or accelerates the time or manner of payment from and protest to the Issuer and/or performance of any of the Guaranteed Buyer Obligations shall, with or without any notice to or consent of Parent, in any way discharge, terminate, release, affect or impair the obligations of Parent under the Parent Guarantee. With respect to the Parent Guarantee, Parent waives (u) notice of the Buyer Obligations and also waives the acceptance of the Parent Guarantee by Sellers, (v) promptness, diligence, protest, presentment, demand for payment, notice of default or non-payment, notice of dishonor, notice of protest for nonpayment. The Parent Guarantor waives notice and all other notices of any default kind, (w) all defenses based on Buyer’s failure to duly authorize, execute or deliver this Agreement or any other Transaction Documents, based on any claim as to unenforceability of this Agreement or any other Transaction Document or based on any other occurrence or state of facts that would cause any representation or warranty of Buyer under this Agreement or any of the other Transaction Documents not to be true and correct, (x) any right to the deferral or modification of its obligations under this Section 8.6 and the Parent Guarantee by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor-relief proceeding and any right to require the marshalling of assets of Buyer, (y) all defenses that may be available by virtue of any valuation, stay, moratorium law or other Legal Requirement now or hereafter in effect, and (z) all other defenses of a surety or guarantor to which it may be entitled; provided, however, that, except for the defenses described in clause (w) of this sentence, Parent shall be entitled to assert as a defense against the Parent Guarantee with respect to any Buyer Obligation any defense that Buyer would be entitled to assert with respect to such Buyer Obligation. Without limitation as to the foregoing, the obligations of Parent under this Section 8.6 and the liability of Parent under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder Guarantee shall not be reduced, limited, impaired, discharged, terminated or affected by (i) the failure any substitution, release or exchange of any Holder, other guarantee of or security for any of the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwiseBuyer Obligations; (ii) any extension bankruptcy, insolvency, reorganization, liquidation, dissolution or renewal winding up of this Indenture, the Securities or any other agreementBuyer; (iii) any rescissionclaim, waiversetoff, amendment defense, or modification other right that Parent may have against any Seller (other than pursuant to this Agreement or any of the other Transaction Documents); (iv) any delay or failure by Sellers in the exercise of their rights and remedies under this Agreement, including under this Section 8.6, or any other Transaction Document; (v) any delay or failure of Sellers to enforce this Agreement or any other Transaction Document against Buyer or to obtain any judgment against Buyer or to pursue any action to enforce any judgment against Buyer; (vi) any direction as to application of payment by Buyer or by any other Person; (vii) any other continuing or other guarantee, undertaking or maximum liability of a guarantor or of any other Person as to any of the Buyer Obligations; (viii) any payment on or in reduction of any such other guarantee or undertaking; (viii) any termination or increase, decrease or change in personnel by Buyer; (ix) any change, reorganization or termination of the corporate or limited liability company structure or existence of Parent or Buyer or any of their Subsidiaries and to any corresponding restructuring of the Buyer Obligations; or (x) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Parent 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 8.6 are knowingly made in contemplation of such benefits. Sellers shall not be obliged to exhaust their recourse against Buyer or any guarantee or security that any Seller may hold before being entitled to performance from Parent of the Buyer Obligations. Parent’s obligations under the Parent Guarantee shall remain in full force and effect until all Buyer Obligations shall have been fully paid, performed, satisfied and discharged. To the extent that Parent or Buyer shall make a payment with respect to any Buyer Obligation, which payment is subsequently invalidated, is declared to be fraudulent or preferential, or otherwise is avoided and/or required to be repaid to Parent, Buyer, a trustee, a receiver or any other Person, including under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such avoidance or repayment, the Buyer Obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made. Parent shall not exercise any rights of subrogation that it may at any time otherwise have as a result of the Parent Guarantee to the claims of Sellers against Buyer or any other guarantor of any of the terms Buyer Obligations and any contractual, statutory or provisions common law rights of this Indenturereimbursement, contribution or indemnity from any such other guarantor which it may at any time otherwise have as a result of the Securities or any other agreement; (iv) Parent Guarantee until such time as the release of any security held by the Collateral Agent on behalf of each Holder Buyer Obligations shall have been fully performed, satisfied and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to discharged. Parent shall not exercise any right to enforce any other remedy which Sellers now have or remedy may hereafter have against any such other guarantor, any endorser or any other guarantor of all or any part of the Guaranteed ObligationsBuyer Obligations until such time as the Buyer Obligations shall have been fully paid, performed, satisfied and discharged. The Parent Guarantor hereby waives This Section 8.6 applies to any right assignee of Buyer under Section 12.7 as if references in this Section 8.6 to which it may be entitled Buyer were to have its such assignee (and, in the case of any such application of this Section 8.6, the term Buyer Obligations means all of such assignee’s agreements, covenants and obligations hereunder divided among itself under this Agreement and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligationsother Transaction Documents).

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent Trustee and their successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Companies under this Indenture (including obligations to the Trustee) and the Securities of each series issued from time to time, whether for payment of principal of, premium, if any, or interest on such Securities and all other monetary obligations of the Companies under this Indenture and such Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Companies whether for fees, expenses, indemnification or otherwise under this Indenture and such Securities (the foregoing obligations set forth in clauses (i) through (ii) being hereinafter collectively called the “Guaranteed Obligations”). The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer Companies of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the any series of Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer Companies or any other Person under this Indenture, the Securities of any series or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities of any series or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities with respect to any series or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the any Guaranteed Obligations or any Subsidiary GuarantorObligations; or (v) the failure of any Holder, Holder or the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the any Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer Companies first be used and depleted as payment of the Issuer’s Companies’ or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer Companies be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, Holder or the Trustee or the Collateral Agent to any security held for payment of the any Guaranteed Obligations.

Parent Guarantee. DCP Midstream Partners, LP shall be a Guarantor of the 2017 Notes in accordance with Article Sixteen of the Original Indenture. For the purposes of this Fourth Supplemental Indenture and the 2017 Notes (aincluding without limitation the provisions of the Original Indenture to the extent applicable thereto), the term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream Partners, LP, and accordingly, the Guarantee of DCP Midstream Partners, LP shall be a Guarantee with respect to the Indenture and the 2017 Notes; provided, however, that such Guarantee shall not apply to any obligations under any series of Securities other than the 2017 Notes. To evidence its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Fourth Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each 2017 Note authenticated and delivered by the Trustee and that this Fourth Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby agrees that its Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Fourth Supplemental Indenture) will hereby irrevocably remain in full force and unconditionally guarantee effect notwithstanding any failure to endorse on each 2017 Note a senior basisnotation of such Guarantee. If an Officer whose signature is on this Fourth Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the 2017 Note on which a Guarantee is endorsed, as a primary obligor and not merely as a surety, to each Holder, the Guarantee will be valid nevertheless. The delivery of any 2017 Note by the Trustee, after the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedauthentication thereof hereunder, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations will constitute due delivery of the Parent Guarantor hereunder. The obligations of Guarantee set forth in the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent Indenture on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, guarantees to each HolderHolder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity or enforceability of this Indenture, the TrusteeNotes or the obligations of the Company under this Indenture or the Notes, that: (i) the Collateral Agent principal of, premium (if any) and their successors and assigns interest on the Guaranteed Obligations. The Parent Guarantor further agrees that Notes will be paid in full when due, whether at the Guaranteed Obligations may be extended maturity or renewedinterest payment date, in whole by acceleration, call for redemption or in part, without notice or further assent from the Parent Guarantorotherwise, and that no interest on the overdue principal of, interest on the Notes and all other obligations of the Company to the Holders or the Trustee under this Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (ii) in case of any extension of time in payment or renewal of any Guaranteed Obligation Notes or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantor will be obligated to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.02 hereof. The Guarantor agrees that this is a guarantee of payment not a guarantee of collection. The Guarantor hereby agrees that its obligations with regard to this Parent Guarantee shall release be unconditional, irrespective of the validity or enforceability of the Notes or the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person Company under this Indenture, the Securities absence of any action to enforce the same, the recovery of any judgment against the Company or any other agreement or otherwise; (ii) any extension or renewal of obligor with respect to this Indenture, the Securities Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other agreement; circumstances (iiiother than complete performance) which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any rescission, waiver, amendment or modification of any of right to require the terms or provisions of this IndentureTrustee, the Securities Holders or the Company (each, a "Benefitted Party") to proceed against the Company or any other agreement; (iv) the release of Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any Benefitted Party's power before proceeding against the Collateral Agent on behalf Guarantor; (b) the defense of each Holder and the Trustee statute of limitations in any action hereunder or in any action for the Guaranteed Obligations collection of any Indebtedness or the performance of any Subsidiary Guarantorobligation hereby guaranteed; (c) any defense that may arise by reason of the incapacity, lack of authority, death or (v) disability of any other Person or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any Holderother proceeding) of any other Person; (d) demand, protest and notice of any kind including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Trustee Company, any Benefitted Party, any creditor of the Guarantor, the Company or on the Collateral Agent to exercise any right or remedy against part of any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.Person whomsoever in

Parent Guarantee. (a) The Parent Guarantor will hereby absolutely, unconditionally, and irrevocably guarantees to the Company, Stockholder Representative and unconditionally guarantee on a senior basis, as a primary obligor Company Securityholders (and not merely as a surety, to each Holderthe Company Securityholders are express third party beneficiaries hereof), the Trusteedue and punctual payment, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedobservance, in whole or in part, without notice or further assent from the Parent Guarantorperformance, and that no extension or renewal discharge of any Guaranteed Obligation shall release each of the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint Buyer and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from Merger Sub set forth in this Agreement and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed ObligationsAncillary Document. The Parent Guarantor hereby waives any right to which and all defenses it may be entitled have, including under Law, other than defenses available to have Buyer and Merger Sub under this Agreement or any applicable Ancillary Document. Parent Guarantor hereby represents and warrants to the Company, the Stockholder Representative and the Company Securityholders that (a) Parent Guarantor has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder divided among itself and to consummate the Subsidiary Guarantorstransactions contemplated hereby, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used (b) this Agreement has been duly executed and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid delivered by the Parent Guarantor hereunder. The and, assuming due execution and delivery by Company and the Stockholder Representative, constitutes a legal, valid and binding agreement of the Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated Guarantor, enforceable against the Parent Guarantor in accordance with its terms, except to the extent that enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies, (c) there is no Proceeding pending or, to the knowledge of the Parent Guarantor. The , threatened against the Parent Guarantor further agrees that questions the validity of this Agreement or that would impair the ability of the Parent Guarantor to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder, and (d) the Parent Guarantee constitutes Guarantor has not dealt with any Person who is entitled to a guarantee of paymentbroker’s commission, performance and compliance when due (and not a guarantee of collection) and waives any right finder’s fee, investment banker’s fee or similar payment for arranging the transactions contemplated hereby or introducing the parties to require that any resort be had by any Holdereach other. Notwithstanding anything herein to the contrary, the Trustee or the Collateral Agent to any security held for guarantee set forth in this Section 11.19 shall terminate, and Parent Guarantor shall be fully released from all obligations under this Agreement, upon Buyer and Merger Sub fulfilling all of their payment of the Guaranteed Obligations.obligations under this Agreement, including under Section 2.12. [Signature Page Follows]

Parent Guarantee. (a) The Parent DCP Midstream, LP shall be a Guarantor will hereby irrevocably and unconditionally guarantee of the Notes in accordance with Article Sixteen of the Original Indenture. Upon a default in payment of principal of, or premium, if any, or interest on a senior basis, as a primary obligor and not merely as a surety, to each Holderthe Notes, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder the Holders of the Notes, may institute legal proceedings directly against the Guarantor to enforce the Guarantee set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Ninth Supplemental Indenture) without first proceeding against the Company. For the purposes of this Ninth Supplemental Indenture and the Trustee for Notes (including without limitation the Guaranteed Obligations or any Subsidiary Guarantor; or (v) provisions of the failure of any HolderOriginal Indenture to the extent applicable thereto), the Trustee term “Guarantor” (and such derivative terms as are herein or therein used) shall mean DCP Midstream, LP, and accordingly, the Collateral Agent Guarantee of DCP Midstream, LP shall be a Guarantee with respect to exercise the Indenture and the Notes; provided, however, that such Guarantee shall not apply to any right or remedy against obligations under any series of Securities other guarantor than the Notes. To evidence its Guarantee set forth in Article Sixteen of the Guaranteed ObligationsOriginal Indenture (as amended and supplemented by this Ninth Supplemental Indenture), the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex B hereto will be endorsed by an Officer of the Guarantor on each Note authenticated and delivered by the Trustee and that this Ninth Supplemental Indenture will be executed on behalf of the Guarantor by one of its Officers. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes set forth in Article Sixteen of the Original Indenture (as amended and supplemented by this Ninth Supplemental Indenture) will remain in full force and effect notwithstanding any failure to endorse on each Note a guarantee notation of payment, performance and compliance when due (and not such Guarantee. If an Officer whose signature is on this Ninth Supplemental Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a guarantee of collection) and waives any right to require that any resort be had by any HolderGuarantee is endorsed, the Trustee or Guarantee will be valid nevertheless. The delivery of any Note by the Collateral Agent to any security held for payment Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guaranteed ObligationsGuarantee set forth in the Indenture on behalf of the Guarantor.

Parent Guarantee. (a) The Parent Guarantor will hereby (i) agrees to take any and all actions necessary to cause Purchaser to perform all of their respective obligations under this Agreement in accordance with their respective terms (including with respect to the consummation of the Transaction, the payment of any and all amounts required pursuant to Article III and, if applicable, any amounts payable pursuant to Section 10.2) (collectively, the “Guaranteed Obligations”) and (ii) absolutely, unconditionally and irrevocably and unconditionally guarantee on a senior basisguarantees, as a primary obligor and not merely as a surety, to each Holder, the Trustee, the Collateral Agent full and their successors and assigns complete performance by Purchaser of the Guaranteed Obligations. The , and Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer liable for any breach by Purchaser of any of the Guaranteed Obligations Obligations. This is a guarantee of payment (not of collection) and also waives notice of protest for nonpaymentperformance. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder Company shall not be affected by (i) obligated to file any claim relating to the Guaranteed Obligations in the event that Purchaser becomes subject to bankruptcy, reorganization or similar proceedings, and the failure of the Company to so file shall not affect Parent Guarantor’s obligations hereunder. In the event that any Holder, payment to the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal Company in respect of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations is rescinded or must otherwise be returned for any Subsidiary Guarantor; or reason whatsoever (v) the failure of any Holderother than in circumstances where Parent Guarantor is not liable to make such payment), the Trustee or the Collateral Agent Parent Guarantor shall remain liable hereunder with respect to exercise any right or remedy against any other guarantor of the Guaranteed ObligationsObligations as if such payment had not been rescinded or returned. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantorspromptness, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets diligence, presentment, demand of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee performance, demand of payment, performance and compliance when due (and not a guarantee filing of collection) and waives any claim, any right to require that any resort be had by proceeding first against Purchaser, protest, notice of any Holderkind and all demands whatsoever and all suretyship defenses generally in connection with the performance of its covenants, agreements and obligations set forth in this Section 12.17. Notwithstanding the Trustee foregoing, to the extent Purchaser is relieved of all or the Collateral Agent to any security held for payment portion of the Guaranteed ObligationsObligations by satisfaction thereof on the terms and subject to the conditions set forth in this Agreement or pursuant to any other agreement with the Seller, Parent Guarantor shall be similarly relieved of its corresponding obligations under this Section 12.17. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 12.17 are knowingly made in contemplation of such benefits.

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably As consideration for the benefits that Seller and unconditionally guarantee on a senior basisthe Guarantor, as a primary obligor and not merely the controlling shareholder of Seller, will receive as a surety, to each Holderresult of Buyer entering into this Agreement, the Trustee, the Collateral Agent and their successors and assigns the Guaranteed Obligations. The Parent Guarantor further hereby agrees that it shall be responsible for all of the Guaranteed Obligations may be extended obligations of Seller (and any Person to whom Seller assigns any of its rights or reneweddelegates any of its obligations under this Agreement, in whole or in part) under any of the provisions, and subject to the conditions, of this Agreement (the “Parent Guaranteed Obligations”). Without limiting the generality of the foregoing, the Guarantor hereby guarantees to Buyer the due and punctual performance and payment in full of all payments required to be made by or at the direction of Seller hereunder. This guarantee by the Guarantor is an absolute, unconditional, present, and continuing guarantee of payment and performance (as opposed to a guarantee only of collection) and Buyer may enforce its rights under this Section 6.15 without notice of default or further assent from the Parent Guarantorundertaking any Proceeding or filing any cause of action against Seller (or any Person to whom Seller assigns any of its rights or delegates any of its obligations under this Agreement, and that no extension in whole or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunderin part). The Guarantor hereby waives any and all defenses applicable to a guarantor or a surety under applicable Law in connection with its obligations of under this Section 6.15. Specifically, the Parent Guarantor agrees that their obligations to make payment hereunder shall be deemed to be a first demand obligation under Brazilian law (garantia exigivel à primeira demanda) to fulfill and comply with, as a joint and several with the Subsidiary Guarantees responsibility (responsabilidade solidária), all of the Subsidiary Guarantorsoutstanding obligations under this Agreement assumed by Seller in the capacity of “fiador e principal pagador, solidariamente responsável” with Seller, in connection therewith. The Parent In addition, for such purposes, the Guarantor hereby expressly (A) waives presentation toand renounces the benefit of order (beneficio de ordem) of demanding and rights provided by the Brazilian Civil Code (Law 10,406/02), demand of payment from and protest to the Issuer of any specifically in accordance with Articles 827 et seq. of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder Brazilian Civil Code, (B) recognizes that this Guarantee shall not be considered as a limited instrument of guarantee, for the purposes of Article 822 of the Brazilian Civil Code, and (C) waives the benefits set forth in Articles 333, Sole Paragraph, 364, 366, 368, 821, 824, 827, 829, 830, 834, 835, 836, 837, 838 and 839, of the Brazilian Civil Code and Articles 130, 131 and 794 of the Brazilian Civil Procedure Code (Law 13,105/15); This guarantee shall continue in effect in the event of, and shall not be diminished or otherwise adversely affected by, (a) any assignment of the Agreement by Buyer or its permitted assigns, (ib) the failure any waiver by Buyer of any Holderbreach of or default under this Agreement by Seller, the Trustee (c) any bankruptcy, insolvency or the Collateral Agent to assert dissolution of Seller, (d) any claim failure or demand or delay by Buyer to enforce any right or remedy against the Issuer or any other Person under this IndentureAgreement, the Securities or any other agreement or otherwise; (iie) any extension amendment, modification or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any supplement of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held Agreement agreed to by the Collateral Agent on behalf of each Holder Buyer and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed ObligationsSeller.

Parent Guarantee. (a) Section 1301 Parent Guarantee The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basis, as a primary obligor and not merely as a surety, guarantees to each Holder, Holder of a Subsidiary Note authenticated and delivered by the Trustee, Trustee and to the Collateral Agent Trustee and their its successors and assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended or renewedassigns, in whole or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations irrespective of the Parent Guarantor hereunder. The obligations of the Parent Guarantor hereunder shall be joint validity and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal enforceability of this Indenture, the Securities Notes, the Units or the obligations of the Subsidiary Issuer or the Parent hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Subsidiary Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Subsidiary Notes, if any, if lawful, and all other obligations of the Subsidiary Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Subsidiary Notes or any of such other agreement; (iii) any rescissionobligations, waiverthat same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, amendment whether at stated maturity, by acceleration or modification otherwise. Failing payment when due of any of the terms amount so guaranteed or provisions of this Indentureany performance so guaranteed for whatever reason, the Securities or any other agreement; (iv) Parent shall be obligated to pay the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligationssame immediately. The Parent Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such agrees that this Parent Guarantee is a general unsecured senior subordinated obligation of the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which and it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes is a guarantee of payment, performance and compliance when due (payment and not a guarantee of collection) and . The Parent hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Units or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Subsidiary Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Subsidiary Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Parent hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Subsidiary Issuer, any right to require a proceeding first against the Subsidiary Issuer, protest, notice and all demands whatsoever and covenants that this Parent Guarantee shall not be discharged except by complete performance of the obligations contained in the Subsidiary Notes, the Units and this Indenture. If any resort be had Holder or the Trustee is required by any court or otherwise to return to the Subsidiary Issuer, the Parent, or any custodian, trustee, liquidator or other 105 similar official acting in relation to either the Subsidiary Issuer or the Parent any amount paid by the Subsidiary Issuer or the Parent either to the Trustee or such Holder, this Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Parent further agrees that, as between the Parent, 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 Five hereof for the purposes of this Parent Guarantee, 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 Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent for the purpose of this Parent Guarantee. Section 1302 Limitation of Parent's Liability under Parent Guarantee The Parent, and by its acceptance hereof each Holder, hereby confirm that it is the intention of all such parties that the Parent Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Holders and the Parent hereby irrevocably agree that the obligations of the Parent under the Parent Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities including, but not limited to, Senior Indebtedness of the Parent, result in the obligations of the Parent under its Parent Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 1302 is for the benefit of the creditors of the Parent. Section 1303 Subordination of Parent Guarantee The obligations of the Parent under the Parent Guarantee pursuant to this Article Thirteen shall be subordinated in right of payment to the prior payment in full of all the obligations of the Parent under its Senior Indebtedness (including any guarantees constituting Senior Indebtedness and any Designated Senior Indebtedness of the Parent) on the same basis as the Parent Notes are subordinated to the Senior Indebtedness of the Parent. For the purposes of the foregoing sentence, the Trustee or and the Collateral Agent Holders shall have the right to any security held for payment receive and/or retain payments by the Parent under the Parent Guarantee only at such times as they may receive and/or retain payments in respect of the Guaranteed ObligationsParent Notes pursuant to this Indenture, including Article Twelve hereof. Section 1304 Defeasance of this Article Thirteen The subordination of the Parent Guarantee provided by this Article is expressly made subject to the provisions for defeasance or covenant defeasance in Article Fifteen hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such defeasance or covenant defeasance, the Subsidiary Notes then outstanding shall thereupon cease to be subordinated pursuant to this Article."

Parent Guarantee. (a) The Parent Guarantor will hereby irrevocably and unconditionally guarantee on a senior basisguarantees to the Buyer the payment and performance by Seller of its covenants, obligations, liabilities and agreements under this Agreement and the Transaction Documents, when and as the same shall become due and payable in accordance with the terms and conditions of this Agreement and the Transaction Documents, as applicable (the “Guaranteed Obligations”). Parent acknowledges and agrees that such guaranty shall be a primary obligor guaranty of payment and performance and not merely as a suretyof collection, and is to each Holderremain in force until all obligations of Seller under this Agreement and the Transaction Documents shall have been performed or satisfied in full. The liability of Parent under this Agreement shall not be released or diminished by any variation of the terms of this Agreement or the Transaction Documents (whether or not agreed by Parent), any forbearance, neglect or delay in seeking performance of the Trustee, obligations hereby imposed or any granting of time for such performance. If Seller shall default in the Collateral Agent due and their successors and assigns punctual payment or performance of the Guaranteed Obligations. The , Parent Guarantor further agrees that will upon demand by Buyer forthwith make full payment or performance of the Guaranteed Obligations to the appropriate Person pursuant to the terms of this Agreement and/or the Transaction Documents, as applicable. No setoff, counterclaim, reduction or diminution of any obligation of any kind or nature which Parent may have or assert against Buyer shall be extended or renewed, in whole or in part, without notice or further assent from available hereunder to the Parent Guarantor, and that no extension or renewal against the Seller. The Parent’s guarantee hereunder is unconditional irrespective of any Guaranteed Obligation shall release change in the corporate existence, structure or ownership of Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller or its assets. Parent waives notice of the Sellers’ acceptance of and reliance on this guarantee. Parent further waives any right it may have to (a) require Buyer to proceed against or exhaust any right against Seller or any other Person, or (b) require Buyer to pursue any other remedy within their power and Parent agrees that all of its obligations under this guarantee are independent of the obligations of the Seller and that a separate action may be brought against Parent Guarantor hereunderwhether or not an action is commenced against Seller. The obligations Parent waives any defense arising by reason of any incapacity, disability, lack of authority or power, or other defense of Seller based on or arising out of the lack of validity or the unenforceability of this guarantee or any agreement or instrument relating thereto. Parent Guarantor hereunder shall be joint acknowledges that it will receive substantial direct and several with indirect benefits from the Subsidiary Guarantees transactions contemplated by this Agreement and the Transaction Documents and that the waivers set forth in this Section 6.18 are made knowingly in contemplation of such benefits. Parent represents and warrants to Buyer as follows that (I) it is duly organized, validly existing and in good standing under the laws of Canada, (II) it has all necessary power and authority to execute and deliver and perform its obligations under this Agreement and each of the Subsidiary Guarantors. The Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right Transaction Documents to which it may be entitled is a party and to have consummate the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof, (III) the execution, delivery and performance by Parent of its obligations hereunder divided among itself pursuant to this Agreement and each of the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right Transaction Documents to which it may be entitled to have is a party and the assets consummation of the Issuer first be used transactions contemplated hereby or thereby have been duly and depleted as payment validly authorized by all necessary action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize the execution, delivery or performance of this Agreement and the applicable Transaction Documents and (IV) this Agreement and each of the Issuer’s or the Parent Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Parent Guarantor hereunder. The Parent Guarantor hereby waives any right Transaction Documents to which it may be entitled is a party have been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute a valid, legal and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed ObligationsGeneral Enforceability Exceptions.

Parent Guarantee. Parent hereby unconditionally, absolutely and irrevocably guarantees, undertakes and promises to cause Seller to fully and promptly pay, perform and observe all of Seller’s obligations under, with respect to, in connection with or otherwise arising out of or relating to this Agreement (a) The collectively, the “Obligations”), whether according to the present terms hereof, or pursuant to any change in the terms, covenants and conditions hereof at any time hereafter made or granted, including pursuant to any amendments, waivers, extensions or renewals affecting this Agreement and the transactions contemplated hereby. In the event that Seller fails in any manner whatsoever to pay, perform or observe any of the Obligations, Parent Guarantor will hereby irrevocably itself duly and unconditionally guarantee on a senior basispromptly pay, perform or observe, as the case may be, such Obligations, or cause the same to be duly and promptly paid, performed or observed, in each case as if Parent were itself the Seller with respect to such Obligations. In regards to monetary obligations, Parent agrees that its guarantee under this Section 11.12 constitutes a primary obligor guarantee of payment when due and not merely as a suretyof collection. Notwithstanding anything in this Section 11.12 to the contrary, Buyer may proceed to each Holderenforce this Section 11.12 against Parent without first pursuing or exhausting any right or remedy that Buyer or any of its successors or assigns may have against Seller, the Trustee, the Collateral Agent and their any of its successors and or assigns the Guaranteed Obligations. The Parent Guarantor further agrees that the Guaranteed Obligations may be extended (or renewed, in whole any Affiliates thereof) or in part, without notice or further assent from the Parent Guarantor, and that no extension or renewal of any Guaranteed Obligation shall release the obligations of the Parent Guarantor hereunderother Person. The obligations of the Parent Guarantor hereunder under this Section 11.12 shall be joint valid and several with the Subsidiary Guarantees of the Subsidiary Guarantors. The Parent Guarantor waives presentation toenforceable and, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also fullest extent permitted by Applicable Law, Parent waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (i) the failure any direct or indirect defense based on a lack of any Holderpower or authority by Seller to execute, the Trustee deliver or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under perform this Indenture, the Securities or any other agreement or otherwise; Agreement and (ii) any extension other legal or renewal equitable defense available to a guarantor under Applicable Law. Any payment by Parent pursuant to this Section 11.12 will, to the extent of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification actual receipt by Buyer of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any Subsidiary Guarantor; or (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Parent Guarantor hereby waives any right to which such payment as it may be entitled to have its obligations hereunder divided among itself and the Subsidiary Guarantors, such that the Parent Guarantor’s obligations would be less than the full amount claimed. The Parent Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or the Parent Guarantor’s obligations hereunder prior relates to any amounts being claimed from or paid by the Obligation under this Agreement, discharge such Obligation of Seller to Buyer under this Agreement. Parent Guarantor hereunder. The Parent Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guarantee constitutes a guarantee of paymentunder this Section 11.12 shall continue to be effective or be reinstated, performance and compliance when due (and not a guarantee of collection) and waives as the case may be, if at any right to require that any resort be had by any Holder, the Trustee time full or the Collateral Agent to any security held for partial payment of any Obligation is rescinded or must otherwise be restored upon the Guaranteed Obligationsinsolvency, bankruptcy or reorganization of Seller or otherwise. Parent agrees that it shall have no right of subrogation, contribution or indemnity with respect to payments made under this Section 11.12 until such time as all Obligations have been paid in full. Notwithstanding the provisions of Section 11.1, Parent agrees to pay on demand all reasonable, documented out-of-pocket fees and expenses of Buyer (including the reasonable, documented fees and expenses of its counsel) for the protection or enforcement of the rights of Buyer against Parent under this Section 11.12.