Common use of Guarantee Absolute and Unconditional Clause in Contracts

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or ; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between either one or both of the Designated Borrowers or any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any either one or both of the Credit Parties Designated Borrowers or any Guarantor with respect to the Obligations or the Time Warner Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any either one or both of the Credit Parties Designated Borrowers or any other Person against the Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partyeither one or both of the Designated Borrowers or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any either one or both of the Credit Parties for Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any of the Credit Parties other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any of the Credit Parties such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any of the Credit Parties such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any of the Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Agent or any other Secured Party Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties Lenders and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, full and the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingterminated, notwithstanding that from time to time during or otherwise satisfied in accordance with the term terms of the Credit Agreement (including Section 2 thereof). (c) Notwithstanding the other provisions of this Guarantee, a Guarantee as to any Guarantor that is a Subsidiary shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all obligations under this Guarantee upon: (i) (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Guarantee and the Credit Parties Agreement and (B) such Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower, or (ii) the Borrower designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 10.2 of the Credit Agreement and the definition of “Unrestricted Subsidiary,” or (iii) in the case of any Restricted Subsidiary which after the Closing Date is required to guarantee the Notes pursuant to Section 10.7 of the Credit Agreement, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Loans, or (iv) the Borrower’s repayment (or other satisfaction (including pursuant to Section 2 of the Credit Agreement)) in full of all Obligations under the Credit Agreement in accordance with the terms of the Credit Agreement. (d) Notwithstanding the other provisions of this Guarantee, a Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. In addition, the Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 10.9 of the Credit Agreement. (e) Notwithstanding the other provisions of this Guarantee, any Guarantee given by any Parent of the Borrower may be free released at any time upon written notice to the Administrative Agent from such Parent of the Borrower. (f) In connection with the release of a Guarantor from its obligations hereunder in accordance with the terms of this Guarantee and the Credit Agreement, the Administrative Agent shall, at the expense of the Borrower and the other Credit Parties, execute such reasonable documents and take such other reasonable actions as the Borrower or any ObligationsCredit Party may request to evidence such release.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and/or any of the Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or ; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between either one or both of the Designated Borrowers or any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any either one or both of the Credit Parties Designated Borrowers or any Guarantor with respect to the Obligations or the Historic TW Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any of the Obligations or the Historic TW Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any either one or both of the Credit Parties Designated Borrowers or any other Person against the Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partyeither one or both of the Designated Borrowers or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any either one or both of the Credit Parties for Designated Borrowers from the Obligations or of Historic TW from the Historic TW Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any of the Credit Parties other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Historic TW Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any of the Credit Parties such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any of the Credit Parties such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article II or acceptance of the guarantee contained in this Guarantee. The Obligations or Article II; the Primary Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article II; and all dealings between any of the Credit Loan Parties, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle II. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any other Loan Party with Primary Obligations or any of the Credit Parties Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentSecured Agreement, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower, any of the Credit Parties other Loan Party or any other Person against the Administrative Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, any other Loan Party with Primary Obligations or such Credit PartyGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this GuaranteeArticle II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any of the Credit Parties other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any of the Credit Parties other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any of the Credit Parties other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any of the Credit Parties Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any of the Credit Parties Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any of the Credit Parties Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingTermination Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement. (d) The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the Obligations under the Credit Documents may be declared to be forthwith due and payable as provided in Section 11 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in such Section) for purposes of Section 2, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or ; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between any either one or both of the Credit PartiesBorrowers or Guarantors, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any either one or both of the Credit Parties Borrowers or Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any either one or both of the Credit Parties Borrowers or any other Person against the Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partyeither one or both of the Borrowers or Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any either one or both of the Credit Parties for Borrowers from the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Credit Parties other Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties other Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties other Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

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

Guarantee Absolute and Unconditional. The liability and obligations of the Guarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (a) Each Guarantor waives any and all notice of the creationextension, contraction, incurrenceother indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, person or otherwise, including any extension, amendmentother indulgence, waiver renewal, settlement, discharge, compromise, waiver, subordination or accrual release of any of the Obligations, covenants or undertakings of the Borrower and notice its Subsidiaries under the Loan Documents; (b) any modification or amendment of or proof supplement to the Obligations; (c) any loss of reliance or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the Administrative Agent fault of the Beneficiaries or otherwise, including any release, non- perfection or invalidity of any such security; (d) any change in the existence, structure, constitution, name, control or ownership of the Borrower, any Subsidiary or any other Secured Party upon person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Subsidiary or any other person or their respective assets; (e) the existence of any set-off, counterclaim, claim or other right which the Guarantor, the Borrower or any Subsidiary may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee Guarantee, any other Loan Document or any unrelated transaction; (f) any provision of Applicable Law purporting to prohibit or limit the payment by the Borrower or any Subsidiary, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under Applicable Law; (g) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other person on behalf of a Beneficiary to payment of the Obligations; (h) any release, substitution or addition of any other guarantor of the Obligations; (i) any defense arising by reason of any failure of any Beneficiary or any other person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee. The , partial payment or non- payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defense arising by reason of any failure of a Beneficiary or any other person on behalf of a Beneficiary to proceed against the Borrower, any Subsidiary or any other person, or to apply or exhaust any security held from the Borrower, any Subsidiary or any other person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other person, or to pursue any other remedy available to the Beneficiaries or any other person on behalf of the Beneficiaries; (k) any defense arising by reason of the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of them shall conclusively be deemed to have been created, contracted any security or incurredguarantee in support thereof, or renewedby reason of any incapacity, extendedlack of authority, amendedor other defense of the Borrower, waived any Subsidiary or accruedany other person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower, any Subsidiary or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full, in reliance upon this Guaranteecash, and all dealings between any of the Credit PartiesObligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Borrower, any Subsidiary or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (l) any defense arising by reason of the failure by a Beneficiary or any other person on the one handbehalf of a Beneficiary to obtain, and the Administrative Agent and the other Secured Partiesregister, on the other hand, likewise shall be conclusively presumed to have been had perfect or consummated maintain any security in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any property of the Credit Parties with respect Borrower, any Subsidiary or any other person, or by reason of any interest of the Beneficiaries or any other person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of security therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; (m) any defense arising by reason of the failure of the Beneficiaries or any other person on behalf of the Beneficiaries to marshal assets; (n) to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuingextent permitted under Applicable Law, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability any defense based upon any failure of the Credit AgreementBeneficiaries or any other person on behalf of the Beneficiaries to give to the Borrower, any Subsidiary or the Guarantor notice of any sale or other Credit Document, disposition of any property securing any or all of the Obligations or any other collateral security therefor guarantee thereof, or guarantee any notice that may be given in connection with any sale or right other disposition of offset with respect thereto at any time such property; (o) any defense based upon or from time to time held arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Collateral AgentBorrower, the Administrative Agent any Subsidiary or any other Secured Partyperson, (b) including any defense, set-off discharge or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties bar against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Party) that constitutes, or might be construed to constitute, an equitable or legal discharge collection of any of the Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in ; or (p) any other instance. When pursuing its rights and remedies hereunder against any Guarantorlaw, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties event or circumstance or any other Person act or against failure to act or delay of any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure kind by the Administrative Agent Borrower, any Subsidiary, the Beneficiaries or any other Secured Party person, which might, but for the provisions of this Section, constitute a legal or equitable defense to pursue such other rights or remedies discharge, limitation or to collect any payments from any reduction of the Credit Parties or any such Guarantor’s obligations hereunder, other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any than as a result of the Credit Parties payment or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, extinguishment in full of the Administrative Agent Obligations. The foregoing provisions apply and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and foregoing waivers, to the extent permitted under Applicable Law, shall be effective even if the effect of its terms upon each Guarantor and any action or failure to take action by the successors and assigns thereof and shall inure to the benefit Beneficiaries or any other person on behalf of the Administrative Agent and Beneficiaries is to destroy or diminish the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in fullGuarantor’s subrogation rights, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingGuarantor’s right to proceed against the Borrower or any Subsidiary for reimbursement, notwithstanding that the Guarantor’s right to recover contribution from time to time during the term any other guarantor or any other right or remedy of the Credit Agreement the Credit Parties may be free from any ObligationsGuarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or ; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower or any of the Credit Parties, on the one hand, Guarantors and the Administrative Agent and Agent, the other Secured Parties, on the other hand, Issuing Lender or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, the Notes, any other Credit Document, the Letters of Credit, any Interest Rate Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent, the Administrative Agent Issuing Lender or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower, any of the Credit Parties Guarantors or any other Person against the Administrative Agent Agent, the Issuing Lender or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and and/or any other Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Lender to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties or any Lender against such Guarantor. (b) . This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties Lenders, and their respective successors, indorsees, transferees and assigns assigns, until all the Obligations (other than any contingent indemnity and the obligations not then due) of each Guarantor under this Guarantee shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and either no Letters of Credit thereunder are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be outstandingterminated, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties Borrower may be free from any Obligations.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or any other defense of any Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Hedge Agreement, any Secured Cash Management Agreement, any of the Obligations or any other amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in fullfull , the Commitments thereunder shall be are terminated and no Letters of Credit thereunder shall be outstandingoutstanding (except to the extent any such Letters of Credit shall have been cash collateralized in a manner reasonably acceptable to the Letter of Credit Issuer and the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, any Secured Hedge Agreement and any Secured Cash Management Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives to the fullest extent permitted by Applicable Law any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee Agreement or acceptance of the guarantee contained in this GuaranteeArticle VI. The Obligations or Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Article VI and all dealings between any of the Borrower or any other Credit PartiesParty, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle VI. Each Guarantor Guarantor, to the fullest extent permitted by Applicable Law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrower or any other Credit Parties Party with respect to the Obligations. Each Guarantor waives, to the fullest extent permitted by law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) the guarantee set forth in this Article VI or any of its obligations hereunder. Each Guarantor understands and agrees agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Guarantee Article VI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity enforceability or enforceability avoidability of the Credit Agreement, this Agreement or any other Credit Document, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Credit Parties against the Administrative Agent Borrower or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partyany Borrower or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties for the Borrower with respect to any Obligations, or of such Guarantor under this Guaranteeguarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Credit Parties Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower, any ​ other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Administrative Agent purposes hereof, “demand” shall include the commencement and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent continuance of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.legal proceedings. ​

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

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

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

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

Guarantee Absolute and Unconditional. (a) Each To the fullest extent permitted by Applicable Law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Company and any of the Credit Partiesother Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by Applicable Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Company or any of the Credit Parties other Guarantors with respect to the ObligationsObligations (other than the defense that the Termination Date has occurred or release of such Guarantor in accordance with Section 12.13 of the Credit Agreement). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Cash Management Agreement, or Secured Hedging Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a the defense that the Termination Date has occurred or release of payment or performancesuch Guarantor in accordance with Section 12.13 of the Credit Agreement) that may at any time be available to or be asserted by any of the Credit Parties Company against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Company for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (in each case, other than the occurrence of the Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Company or any of the Credit Parties Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations Termination Date. (other than any contingent indemnity c) A Guarantor shall automatically be released from its obligations not then due) shall have been satisfied by payment in fullhereunder, and the Commitments thereunder Guarantee of such Guarantor shall be terminated and no Letters of Credit thereunder shall be outstandingautomatically released, notwithstanding that from time to time during under the term circumstances described in Section 12.13 of the Credit Agreement the Credit Parties may be free from any ObligationsAgreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or any other defense of the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Hedge Agreement, any of the Obligations or any other amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, full and the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingterminated, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Company and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Company or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, Secured Commodity Hedging Agreement or Secured Hedging Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Company against the Administrative Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Company for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingGuarantee Termination Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement.

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

Guarantee Absolute and Unconditional. The liability and obligations of the Guarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (a) Each Guarantor waives any and all notice of the creationextension, contraction, incurrenceother indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, person or otherwise, including any extension, amendmentother indulgence, waiver renewal, settlement, discharge, compromise, waiver, subordination or accrual release of any of the Obligations, covenants or undertakings of the Borrowers and notice the Subsidiaries under the Documents; (b) any modification or amendment of or proof supplement to the Obligations; (c) any loss of reliance or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the Administrative Agent fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security; (d) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Subsidiary or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The Obligations person, or any of them shall conclusively be deemed to have been createdinsolvency, contracted bankruptcy, reorganization or incurredother similar proceeding affecting either Borrower, any Subsidiary or renewed, extended, amended, waived any other person or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Credit Parties with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to their respective assets; (ae) the validityexistence of any set-off, regularity counterclaim, claim or enforceability of other right which the Guarantor, either Borrower or any Subsidiary may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Party) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Document or any other Person unrelated transaction; (f) any provision of applicable law purporting to prohibit or against any collateral security or guarantee for limit the Obligations payment by either Borrower or any right Subsidiary, as applicable, of offset with respect theretoany Obligation, and any failure the foregoing is hereby waived by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.permitted under applicable law;

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

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Lender Party upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee. The Obligations or Section 10; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 10 and all dealings between any Loan Party and any of the Credit PartiesSubsidiary Guarantors, on the one hand, and the Administrative Agent Agents and the other Secured Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Loan Party or any of the Credit Parties Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any of the Collateral Agent, the Administrative Agent Agents or any other Secured Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Credit Parties against the Administrative Agent Loan Party or any other Secured Party Person against any Agent or Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit PartyLoan Party or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of such Borrower or applicable Loan Party, as the Credit Parties case may be, for the Obligations, or of such Subsidiary Guarantor under the guarantee contained in this GuaranteeSection 10, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any US Guarantor, the Administrative Agent and or any other Secured Lender Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Credit Parties Loan Party, any other Subsidiary Guarantor, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or Loan Party, any such other Person or to realize upon any such collateral security Guarantor, or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Loan Party, any other Guarantor, or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any US Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Party against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of legal proceedings relating to this guarantee or the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

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

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Lender Party upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee. The Obligations or Section 10; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 10 and all dealings between any Loan Party and any of the Credit PartiesSubsidiary Guarantors, on the one hand, and the Administrative Agent Agents and the other Secured Lender Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Loan Party or any of the Credit Parties Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, this Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any of the Collateral Agent, the Administrative Agent Agents or any other Secured Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Credit Parties against the Administrative Agent Loan Party or any other Secured Party Person against any Agent or Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit PartyLoan Party or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of such Borrower or applicable Loan Party, as the Credit Parties case may be, for the Obligations, or of such Subsidiary Guarantor under the guarantee contained in this GuaranteeSection 10, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any other Secured Lender Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Credit Parties Loan Party, any other Subsidiary Guarantor, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Lender Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or Loan Party, any such other Person or to realize upon any such collateral security Guarantor, or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Loan Party, any other Guarantor, or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Party against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of legal proceedings relating to this guarantee or the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Article 2 or acceptance of the guarantee contained in this Guarantee. The Obligations or Article 2; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article 2; and all dealings between the Borrower and any of the Credit Partiesother Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentLoan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) that which may at any time be available to or be asserted by any of the Credit Parties against the Administrative Agent Borrower or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit Partyother Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any of the Credit Parties other Grantor for the Obligations, or of such other Guarantor under the guarantee contained in this GuaranteeArticle 2, in bankruptcy or in any other instanceinstance other than Discharge of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any of the Credit Parties other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any of the Credit Parties other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any of the Credit Parties other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Administrative Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. The Obligations or Section 2; the Primary Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between any of the Credit Loan Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any other Loan Party with Primary Obligations or any of the Credit Parties Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) that which may at any time be available to or be asserted by any of the Credit Parties against the Administrative Agent Borrower or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, any other Loan Party with Primary Obligations or such Credit PartyGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Loan Parties for the Primary Obligations, or of such Guarantor under this Guaranteefor its Guarantor Obligations, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any of the Credit Parties other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any of the Credit Parties other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any of the Credit Parties other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Administrative Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, modification, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Credit Partiesother Guarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Credit Parties other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower or any of the Credit Parties other Guarantor against the Administrative Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties for Borrower with respect to the Obligations, or of such Guarantor under this GuaranteeGuarantee or the other Credit Documents, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Obligations Credit Documents (other than any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingoutstanding (except to the extent that the Letters of Credit have been Cash Collateralized), notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement. (d) The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the Obligations under the Credit Documents may be declared to be forthwith due and payable as provided in Section 11 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in such Section) for purposes of Section 2, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower or Holdings and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Issuer Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. The Obligations or Section 2; the Issuer Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Note Issuers and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either of the Note Issuers or any of the Credit Parties Guarantors with respect to the Issuer Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Indenture or any other Credit Collateral Document, any of the Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) that which may at any time be available to or be asserted by any either of the Credit Parties against the Administrative Agent Note Issuers or any other Person against any Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either of the Note Issuers or such Credit PartyGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any either of the Credit Parties Note Issuers for the Issuer Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any either of the Credit Parties Note Issuers, any other Guarantor or any other Person or against any collateral security or guarantee for the Issuer Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any either of the Credit Parties Note Issuers, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any either of the Credit Parties Note Issuers, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Administrative Agent purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed to have been createdTo the fullest extent permitted by applicable law, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement or Secured Hedge Agreement, any Existing Notes Indenture, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingGuarantee Termination Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.1 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Secured Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee Agreement or acceptance of this Guarantee. The Obligations or Agreement; the Secured Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Agreement; and all dealings between any Loan Party and any of the Credit PartiesGuarantors, on the one hand, and any of the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Loan Party or any of the Credit Parties Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees that this Guarantee Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, and without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Loan Document, any agreements in respect of the Secured Cash Management Obligations, Swap Agreements, any of the Secured Obligations or any other collateral security therefor or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Credit Parties Loan Party against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Secured Party, any Loan Party or such Credit PartyGuarantor) that which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party in respect of the Credit Parties for the Secured Obligations, or of such Guarantor under this GuaranteeAgreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Loan Party or any other Person person (including any other Guarantor) or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Loan Party or any such other Person person (including any other Guarantor) or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Loan Party or any such other Person person (including any other Guarantor) or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other any Secured Parties Party against such Guarantor. (b) . This Guarantee Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof thereof, and shall inure to the benefit of the Administrative Agent each Secured Party and the other Secured Parties and their respective its successors, indorseesendorsees, transferees and assigns assigns, until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment Termination Date. Anything contained in fullthis Agreement to the contrary notwithstanding, the Commitments thereunder obligations of each Guarantor under this Agreement shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding limited to an aggregate amount equal to the largest amount that from time would not render its obligations under this Agreement subject to time during the term avoidance as a fraudulent transfer or conveyance under Section 548 of the Credit Agreement Bankruptcy Code of the Credit Parties may be free from United States or any Obligationscomparable provisions of any similar federal or state law.

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

Guarantee Absolute and Unconditional. (a) Each The Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Bank or any other Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee. The Obligations or Agreement; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Agreement; and all dealings between any of the Credit PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent Agent, the Issuing Bank and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Credit Parties Borrower and the Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any other Credit Documentdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent, the Administrative Agent Issuing Bank or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Guarantor against the Administrative Agent, the Issuing Bank or any Lender, (c) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Credit Parties against Obligations, by operation of law or otherwise, (d) any change in the Administrative Agent corporate existence, structure or ownership of the Borrower or any other Secured Credit Party liable for any of the Obligations, (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (cf) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partythe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such the Guarantor under this GuaranteeArticle, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent Agent, the Issuing Bank and any other Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, the Issuing Bank or any other Secured Party Lender to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and Agent, the other Secured Parties Issuing Bank or any Lender against such the Guarantor. (b) . This Guarantee Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the Guarantor and the its successors and assigns thereof assigns, and shall inure to the benefit of the Administrative Agent Agent, the Issuing Bank and the other Secured Parties Lenders, and their respective successors, indorsees, transferees and assigns assigns, until all the Obligations (other than any contingent indemnity and the obligations not then due) of the Guarantor under this Agreement shall have been satisfied by payment in fullthe occurrence of the Termination Date, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit this Agreement the Credit Parties Borrower may be free from any Obligations.

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

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

Guarantee Absolute and Unconditional. SLF’s obligation to make a Deficiency Payment is absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) Each Guarantor waives any and all notice extension of the creation, contraction, incurrence, time or times for the payment of such Deficiency Payment or any renewal, extensionsettlement, amendmentcompromise, waiver waiver, indulgence or accrual release granted to SLA by the holders of SLA Preferred Shares in respect of any obligation of SLA under the ObligationsSLA Preferred Shares, and notice by operation of law or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Credit Parties with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, otherwise; (b) any modification or amendment of, or supplement to, the terms and conditions of the SLA Preferred Shares (as long as they remain SLA Preferred Shares as defined in this Agreement) or the creation of any class of shares ranking on a parity with, or superior to, the SLA Preferred Shares; (c) any change in the corporate existence, structure or ownership of SLA (other than pursuant to Section 5.1(b)) or SLF, or any insolvency, bankruptcy, winding-up, reorganization or other similar proceeding affecting SLA or SLF or their assets; (d) the existence of any defense, claim, set-off or counterclaim (other than a defense of payment or performance) that rights which SLF may have at any time be available to or be asserted by against SLA, any holder of the Credit Parties against the Administrative Agent SLA Preferred Shares or any other Secured Party Person; (e) any provision of applicable law or regulation purporting to prohibit the payment by SLF of all or any portion of such Deficiency Payment; (cf) any breach by SLA of its obligations under this Agreement; (g) any other act or omission to act or delay of any kind by SLA, any holder of SLA Preferred Shares or any other Person, or any other circumstance whatsoever (with that might, but for the provisions of this clause, constitute a legal or without notice to or knowledge of such Credit Party) that constitutesequitable discharge of, or might be construed to constitutedefense to, an equitable or legal discharge of any of the Credit Parties for the Obligations, or of such Guarantor SLF’s obligations under this Guarantee, in bankruptcy or in Agreement; (h) any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties contest by SLA or any other Person or as to the amount of such Deficiency Payment; or (i) the recovery of any judgment against any collateral security or guarantee for the Obligations SLA or any right of offset with respect thereto, and any failure by action to enforce the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantorsame. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any of the Credit Parties Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any of the Credit Parties Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any of the Credit Parties Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingTermination Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement. (d) The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the Obligations under the Credit Documents may be declared to be forthwith due and payable as provided in Section 11 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in such Section) for purposes of Section 2, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and/or any of the Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or ; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between either one or both of the Designated Borrowers or any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any either one or both of the Credit Parties Designated Borrowers or any Guarantor with respect to the Obligations or the Historic TW Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any of the Obligations or the Historic TW Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any either one or both of the Credit Parties Designated Borrowers or any other Person against the Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partyeither one or both of the Designated Borrowers or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any either one or both of the Credit Parties for Designated Borrowers from the Obligations or of Historic TW from the Historic TW Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any of the Credit Parties other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Historic TW Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any of the Credit Parties such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any of the Credit Parties such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

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

Guarantee Absolute and Unconditional. (a) Each The New Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit PartiesBorrower and the New Guarantor, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The New Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each The New Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any of the Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Agent or any other Secured Party Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partythe Borrower or the New Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such the New Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each the New Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties Lenders and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, full and the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingterminated, notwithstanding that from time to time during or otherwise satisfied in accordance with the term terms of the Credit Agreement (including Section 2 thereof). (c) Notwithstanding the other provisions of this Guarantee, a Guarantee as to any Guarantor that is a Subsidiary shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all obligations under this Guarantee upon: (i) (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Guarantee and the Credit Parties Agreement and (B) such Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower, or (ii) the Borrower designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 10.2 of the Credit Agreement and the definition of “Unrestricted Subsidiary,” or (iii) in the case of any Restricted Subsidiary which after the Closing Date is required to guarantee the Notes pursuant to Section 10.7 of the Credit Agreement, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Loans, or (iv) the Borrower’s repayment (or other satisfaction (including pursuant to Section 2 of the Credit Agreement)) in full of all Obligations under the Credit Agreement in accordance with the terms of the Credit Agreement. (d) Notwithstanding the other provisions of this Guarantee, a Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. In addition, the Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 10.9 of the Credit Agreement. (e) Notwithstanding the other provisions of this Guarantee, any Guarantee given by any Parent of the Borrower may be free released at any time upon written notice to the Administrative Agent from such Parent of the Borrower. (f) In connection with the release of the New Guarantor from its obligations hereunder in accordance with the terms of this Guarantee and the Credit Agreement, the Administrative Agent shall, at the expense of the Borrower and the other Credit Parties, execute such reasonable documents and take such other reasonable actions as the Borrower or any ObligationsCredit Party may request to evidence such release.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon contained in this Guarantee or acceptance of this GuaranteeSection 2. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Credit Parties Borrowers or the Guarantor with respect to the Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard payment. The Guarantor hereby waives, to the extent it may legally do so, any and all defenses that it may have arising out of or in connection with any and all of the following: (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Agent or any other Secured Party Guaranteed Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in the Obligations, (d) any change in the corporate structure or existence of any Borrower or (ce) any other circumstance whatsoever (with or without notice to or knowledge of such Credit PartyBorrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such the Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and or any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Guaranteed Party against the Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

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

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

Guarantee Absolute and Unconditional. (a) Each The Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article 2 or acceptance of the guarantee contained in this GuaranteeArticle 2. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon any of the Credit Parties Subsidiary Guarantors with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Guarantee Article 2 shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability or perfection of the Credit Agreement, Agreement or any other Credit Financing Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim whatsoever (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Guarantor or any of the Credit Parties other Person against the Administrative Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such the Guarantor, any Subsidiary Guarantor or any other Credit Party) that ), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guarantor or any Subsidiary Guarantor for any of the Credit Parties for the Guaranteed Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Credit Parties Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent against the Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

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

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and/or any of the Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or ; the Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower or any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties Guarantor with respect to the Obligations or the Historic TW Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any of the Obligations or the Historic TW Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any of the Credit Parties other Person against the Administrative Agent or any other Secured Party Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partythe Borrower or the Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties for Borrower from the Obligations or Historic TW from the Historic TW Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of either the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Historic TW Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) 22.1 Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or any other defense of the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Hedge Agreement, any of the Obligations or any other amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) 22.2 This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment Payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingFull, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Obligations. 22.3 A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.1 of the Credit Agreement.

Guarantee Absolute and Unconditional. The liability and obligations of the Guarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (a) Each Guarantor waives any and all notice of the creationextension, contraction, incurrenceother indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, Person or otherwise, including any extension, amendmentother indulgence, waiver renewal, settlement, discharge, compromise, waiver, subordination or accrual release of any of the Obligations, covenants or undertakings of the Borrowers and notice the Subsidiaries under the Documents; (b) any modification or amendment of or proof supplement to the Obligations; (c) any loss of reliance or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the Administrative Agent fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security; (d) any change in the existence, structure, constitution, name, control or ownership of any Borrower, any Subsidiary or any other Secured Party upon person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, any Subsidiary or any other person or their respective assets; (e) the existence of any set-off [(including any legal set-off under Luxembourg law)] [Note: Insert the foregoing square-bracketed wording for a guarantee from the Baytex LuxCo.], counterclaim, claim or other right which the Guarantor, any Borrower or any Subsidiary may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee Guarantee, any other Document or any unrelated transaction; (f) any provision of applicable law purporting to prohibit or limit the payment by any Borrower or any Subsidiary, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law; (g) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other person on behalf of a Beneficiary to payment of the Obligations; (h) any release, substitution or addition of any other guarantor of the Obligations; (i) any defence arising by reason of any failure of any Beneficiary or any other person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee. The Obligations , partial payment or non-payment of all or any part of them shall conclusively be deemed to have been createdthe Obligations and the existence, contracted or incurredcreation, or renewedincurring of new or additional Obligations; (j) any defence arising by reason of any failure of a Beneficiary or any other person on behalf of a Beneficiary to proceed against any Borrower, extendedany Subsidiary or any other person, amendedor to apply or exhaust any security held from any Borrower, waived any Subsidiary or accruedany other person for the Obligations, in reliance upon this Guaranteeto proceed against, and all dealings between apply or exhaust any security held from the Guarantor or any other person, or to pursue any other remedy available to the Beneficiaries or any other person on behalf of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Beneficiaries; (k) any defence arising by reason of the Credit Parties with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuinginvalidity, absolute and unconditional guarantee illegality or lack of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any of the Obligations or any other collateral part thereof or of any security therefor or guarantee in support thereof, or right by reason of offset with respect thereto at any time incapacity, lack of authority, or from time to time held by the Collateral Agentother defence of any Borrower, the Administrative Agent any Subsidiary or any other Secured Partyperson, (b) or by reason of any defenselimitation, set-off postponement or counterclaim (prohibition on a Beneficiary’s or other than person on behalf of a defense of payment Beneficiary’s rights to payment, or performance) that may at the cessation from any time be available to or be asserted by any cause whatsoever of the Credit Parties against the Administrative Agent liability of any Borrower, any Subsidiary or any other Secured Party or (c) any other circumstance whatsoever (person with or without notice respect to or knowledge of such Credit Party) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties all or any other Person or against any collateral security or guarantee for the Obligations or any right part of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by irrevocable payment to the Beneficiaries in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingin cash, notwithstanding that from time to time during the term of the Credit Agreement Obligations), or by reason of any act or omission of the Credit Parties may be free from Beneficiaries or others which directly or indirectly results in the discharge or release of any Obligations.Borrower, any Subsidiary or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise;

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

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Guaranteed Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by Applicable Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Loan Agreement, any other Credit Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Agent or any other Secured Guaranteed Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Guaranteed Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Guaranteed Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Guaranteed Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, full and the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingterminated, notwithstanding that from time to time during the term of the Credit Agreement Loan Agreement, the Credit Loan Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1(d) of the Loan Agreement.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Credit Parties with respect to the Obligations. Each Guarantor understands and agrees that this the Guarantee is, and shall be construed as as, a continuing, completed, absolute and unconditional guarantee of payment without regard to payment, and each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following: (ai) the validity, regularity invalidity or enforceability unenforceability of the Credit Agreement, any other Credit Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, Guaranteed Creditor; (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against any Guaranteed Creditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest therein) in or as a result of such proceeding (other than the Bankruptcy Cases); (iv) any Disposition of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or the Guarantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Credit Parties Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part of them from any Obligor; (A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111 (b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor’s Claim (or Claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien held by the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a Claim against the Administrative Agent Borrower or its estate in any other Secured Party bankruptcy or insolvency case or proceeding; or (cix) any other circumstance whatsoever or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the Borrower or such Credit Party) that Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Borrower Obligations, or of such Guarantor under this the Guarantee, in bankruptcy or in any other instance. . (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party Guaranteed Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any of the Credit Parties other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any of the Credit Parties other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any of the Credit Parties other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the Administrative Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. The liability and obligations of the Guarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (a) Each Guarantor waives any and all notice of the creationextension, contraction, incurrenceother indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, person or otherwise, including any extension, amendmentother indulgence, waiver renewal, settlement, discharge, compromise, waiver, subordination or accrual release of any of the Obligations, covenants or undertakings of the Borrowers and notice the Subsidiaries under the Documents; (b) any modification or amendment of or proof supplement to the Obligations; (c) any loss of reliance or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the Administrative Agent fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security; (d) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Subsidiary or any other Secured Party upon person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Borrower, any Subsidiary or any other person or their respective assets; (e) the existence of any set-off [(including any legal set-off under Luxembourg law)] [Note: Insert the foregoing square-bracketed wording for a guarantee from a Baytex LuxCo.], counterclaim, claim or other right which the Guarantor, either Borrower or any Subsidiary may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee Guarantee, any other Document or any unrelated transaction; (f) any provision of applicable law purporting to prohibit or limit the payment by either Borrower or any Subsidiary, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law; (g) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other person on behalf of a Beneficiary to payment of the Obligations; (h) any release, substitution or addition of any other guarantor of the Obligations; (i) any defence arising by reason of any failure of any Beneficiary or any other person on a Beneficiary's behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee. The , partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defence arising by reason of any failure of a Beneficiary or any other person on behalf of a Beneficiary to proceed against either Borrower, any Subsidiary or any other person, or to apply or exhaust any security held from either Borrower, any Subsidiary or any other person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other person, or to pursue any other remedy available to the Beneficiaries or any other person on behalf of the Beneficiaries; (k) any defence arising by reason of the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of them shall conclusively be deemed to have been created, contracted any security or incurredguarantee in support thereof, or renewedby reason of any incapacity, extendedlack of authority, amendedor other defence of either Borrower, waived any Subsidiary or accruedany other person, or by reason of any limitation, postponement or prohibition on a Beneficiary's or other person on behalf of a Beneficiary's rights to payment, or the cessation from any cause whatsoever of the liability of either Borrower, any Subsidiary or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full, in reliance upon this Guaranteecash, and all dealings between any of the Credit PartiesObligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of either Borrower, any Subsidiary or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (l) any defence arising by reason of the failure by a Beneficiary or any other person on the one handbehalf of a Beneficiary to obtain, and the Administrative Agent and the other Secured Partiesregister, on the other hand, likewise shall be conclusively presumed to have been had perfect or consummated maintain a Security Interest in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any property of either Borrower, any Subsidiary or any other person, or by reason of any interest of the Credit Parties with respect Beneficiaries or any other person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Security Interest therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; (m) any defence arising by reason of the failure of the Beneficiaries or any other person on behalf of the Beneficiaries to marshal assets; (n) to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuingextent permitted under applicable law, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability any defence based upon any failure of the Credit AgreementBeneficiaries or any other person on behalf of the Beneficiaries to give to either Borrower, any Subsidiary or the Guarantor notice of any sale or other Credit Document, disposition of any property securing any or all of the Obligations or any other collateral security therefor guarantee thereof, or guarantee any notice that may be given in connection with any sale or right other disposition of offset with respect thereto at any time such property; (o) any defence based upon or from time to time held arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by the Collateral Agentor against either Borrower, the Administrative Agent any Subsidiary or any other Secured Partyperson, (b) including any defense, set-off discharge or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties bar against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Party) that constitutes, or might be construed to constitute, an equitable or legal discharge collection of any of the Credit Parties for Obligations; [or] (p) [the Obligationsfact that either Borrower or any Subsidiary, as applicable, has a general partnership interest in the Guarantor;] or of such Guarantor under this Guarantee, in bankruptcy or in [Note: Insert subparagraph (p) if applicable.] (q) any other instance. When pursuing its rights and remedies hereunder against any Guarantorlaw, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties event or circumstance or any other Person act or against failure to act or delay of any collateral security or guarantee for kind by either Borrower, any Subsidiary, the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Beneficiaries or any other Secured Party person, which might, but for the provisions of this Section, constitute a legal or equitable defence to pursue such other rights or remedies discharge, limitation or to collect any payments from any reduction of the Credit Parties or any such Guarantor's obligations hereunder, other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any than as a result of the Credit Parties payment or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, extinguishment in full of the Administrative Agent Obligations. The foregoing provisions apply and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of its terms upon each Guarantor and any action or failure to take action by the successors and assigns thereof and shall inure to the benefit Beneficiaries or any other person on behalf of the Administrative Agent and Beneficiaries is to destroy or diminish the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in fullGuarantor's subrogation rights, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingGuarantor's right to proceed against either Borrower or any Subsidiary for reimbursement, notwithstanding that the Guarantor's right to recover contribution from time to time during the term any other guarantor or any other right or remedy of the Credit Agreement the Credit Parties may be free from any ObligationsGuarantor.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party Beneficiary upon this Guarantee or any other Loan Document to which such Guarantor is a party or acceptance of this Guarantee. The Obligations Guarantee or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, such other Loan Document; and all dealings between the Borrower or any of the Credit Parties, on the one hand, Guarantor and the Administrative Agent and the or any other Secured Parties, on the other hand, Beneficiary shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuarantee and the other Loan Documents. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to to: (ai) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, Beneficiary, (bii) any defensedefense (including, without limitation, any statute of limitations), set-–off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Agent or any other Secured Party Beneficiary (each Guarantor hereby agrees not to assert any such defense, set-off or counterclaim), (ciii) any change in the time, manner or place of any application of collateral security, or proceeds thereof, to or of all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral security for all or any of the Guaranteed Obligations or any other assets of the Borrower or any of its Subsidiaries, (iv) any change, restructuring or termination of the corporate or partnership structure or existence of the Borrower or any of its Subsidiaries, or (v) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partythe Borrower or any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Guaranteed Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance and each Guarantor hereby covenants that this Guarantee will not be discharged except by final, complete, indefeasible and irrevocable payment and performance of the obligations contained in the agreements, instruments and documents evidencing or securing the Guaranteed Obligations and this Guarantee. When the Agent or any other Beneficiary is pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any other Secured Party Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party Beneficiary to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the any other Secured Parties Beneficiary against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Credit Parties with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties against the Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Party) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations. . This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor guarantees that the Secured Obligations will be paid and performed strictly in accordance with their respective terms. Each Guarantor agrees that its guarantee hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of right to require that any of the Obligations, and notice of or proof of reliance resort be made by the Administrative Agent or any other the Secured Party upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed Parties to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between any of the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Credit Parties with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit AgreementCollateral, any other Credit Document, any of the Obligations Person or any other collateral security therefor security. The obligations of each Guarantor under or in respect of this guarantee or right are independent of offset with respect thereto at the Secured Obligations of any time or from time to time held by the Collateral Agent, the Administrative Agent other Guarantor or any obligations of any other Secured PartyPerson, (b) and a separate action or actions may be brought and prosecuted against each Guarantor to enforce its guarantee hereunder, irrespective of whether any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties action is brought against the Administrative Agent or Borrower, any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Party) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties or any other Person or against whether the Borrower, any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent other Guarantor or any other Secured Party to pursue Person is joined in any such other rights action or remedies actions. The liability of each Guarantor under its guarantee hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby unconditionally and irrevocably waives any and all defenses and counterclaims it may now have or to collect hereafter acquire in any payments from way relating to, any or all of the Credit Parties following: (a) any lack of validity or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release enforceability of any of the Credit Parties Secured Obligations, any Loan Document or any such other Person agreement, document or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor.instrument relating thereto; (b) This Guarantee shall remain any extension or change in full force and effect and be binding the time, manner or place of payment of, or in accordance with and any other term or provision of, all or any of the Secured Obligations, or any other amendment, modification or waiver of or any consent to departure from any Loan Document or any other agreement, document or instrument evidencing, securing or otherwise relating to any of the Secured Obligations, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the extent Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Secured Obligations; (d) the existence of any claim, set-off, recoupment, defense or other right that any other Guarantor, the Borrower or any other Person may have against any Person, including, without limitation, any Secured Party; (e) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other assets of any Loan Party or any of its terms upon each Subsidiaries; (f) any change, restructuring or termination of the corporate or other organizational structure, ownership or existence of any Loan Party or any of its Subsidiaries; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Person liable for any of the Secured Obligations, or their assets or any resulting release or discharge of any obligation of any Loan Party, or any other guarantor of or other Person liable for any of the Secured Obligations; (h) any failure of any Secured Party to disclose to any Guarantor and the successors and assigns thereof and shall inure any information relating to the benefit business, condition (financial or otherwise), operations, performance, properties or prospects of the Administrative Agent and Borrower or any other Loan Party now or hereafter known to such Secured Party; (i) the failure of any other Person to execute or deliver this Agreement or any other guaranty or agreement, or the release or reduction of liability of any Guarantor or other guarantor, surety or obligor with respect to the Secured Parties and their respective successorsObligations or any part thereof; or (j) any other circumstance (including, indorseeswithout limitation, transferees and assigns until all the Obligations any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety (other than any contingent indemnity obligations not then due) shall have been satisfied by payment the Secured Obligations being Paid in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any ObligationsFull).

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this GuaranteeSection 2. The Obligations or Borrower Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, and all Section 2. All dealings between any Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or or, consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the Credit Parties Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any thereto. Any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by any of the Credit Parties Borrower or any other Person against the Administrative Agent or any other Secured Party Party, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Credit PartyGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties such Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Credit Parties Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any . Any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings. (b) This Guarantee Each Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Hedge Agreement Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee by such Borrower contained in this Section 2 or acceptance of the guarantee by such Borrower contained in this Section 2. The Guarantor Hedge Agreement Obligations, and any of them, shall remain conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in full force reliance upon the guarantee by each Borrower contained in this Section 2. All dealings between any Borrower and effect any of the Guarantors, on the one hand, and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the Secured Parties, on the other Secured Parties and their respective successorshand, indorsees, transferees and assigns until all the Obligations (other than with respect to any contingent indemnity obligations not then due) Guarantor Hedge Agreement Obligation likewise shall be conclusively presumed to have been satisfied had or consummated in reliance upon the guarantee by each Borrower contained in this Section 2. Each Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon such Borrower with respect to the Guarantor Hedge Agreement Obligations. Each Borrower understands and agrees that the guarantee by such Borrower contained in full, the Commitments thereunder this Section 2 shall be terminated construed as a continuing, absolute and no Letters unconditional guarantee of Credit thereunder shall be outstanding, notwithstanding that payment without regard to (i) the validity or enforceability of the Guarantor Hedge Agreement Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time during held by the term Administrative Agent or any Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Person against the Administrative Agent or any Secured Party, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of such Borrower or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Credit applicable Guarantor for the applicable Guarantor Hedge Agreement Obligations, or of such Borrower under its guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand under this Section 2 or otherwise pursuing its rights and remedies under this Section 2 against any Borrower, the Credit Parties Administrative Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may be free have against the other Borrower, any Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Hedge Agreement Obligations or any right of offset with respect thereto. Any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the other Borrower, any ObligationsGuarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the other Borrower, any Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve such Borrower of any obligation or liability under this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party against any Borrower under this Section 2. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

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

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. The All Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Company and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Company or any of the Credit Parties Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Company against the Administrative Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Credit PartyGuarantor ) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Company for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, full and the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingterminated, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each New Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Credit PartiesNew Guarantor, on the one hand, and the Administrative Agent and the other Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each New Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties Guarantors with respect to the Obligations. Each New Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any of the Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Credit Parties Borrower against the Administrative Agent or any other Secured Party Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of such Credit Partythe Borrower or any New Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Obligations, or of such any New Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Credit Parties or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each New Guarantor and the respective successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties Lenders and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, full and the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstandingterminated, notwithstanding that from time to time during or otherwise satisfied in accordance with the term terms of the Credit Agreement (including Section 2 thereof). (c) Notwithstanding the other provisions of this Guarantee, a Guarantee as to any Guarantor that is a Subsidiary shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all obligations under this Guarantee upon: (A) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Guarantee and the Credit Parties Agreement and (B) such Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower, or (ii) the Borrower designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 10.2 of the Credit Agreement and the definition of “Unrestricted Subsidiary,” or (iii) in the case of any Restricted Subsidiary which after the Closing Date is required to guarantee the Notes pursuant to Section 10.7 of the Credit Agreement, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Loans, or (iv) the Borrower’s repayment (or other satisfaction (including pursuant to Section 2 of the Credit Agreement)) in full of all Obligations under the Credit Agreement in accordance with the terms of the Credit Agreement. (d) Notwithstanding the other provisions of this Guarantee, a Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. In addition, the Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 10.9 of the Credit Agreement. (e) Notwithstanding the other provisions of this Guarantee, any Guarantee given by any Parent of the Borrower may be free released at any time upon written notice to the Administrative Agent from such Parent of the Borrower. (f) In connection with the release of any ObligationsNew Guarantor from its obligations hereunder in accordance with the terms of this Guarantee and the Credit Agreement, the Administrative Agent shall, at the expense of the Borrower and the other Credit Parties, execute such reasonable documents and take such other reasonable actions as the Borrower or any Credit Party may request to evidence such release.

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

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. The Obligations or Section 2; the Borrower Obligations, and any of them them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Credit PartiesGuarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Credit Parties Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity, regularity validity or enforceability of the Credit Agreement, Term Loan Agreement or any other Credit Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any of the Credit Parties other Person against the Administrative Agent or any other Secured Party Party, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Credit PartyGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Credit Parties Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any of the Credit Parties other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any of the Credit Parties other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any of the Credit Parties other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other or any Secured Parties Party against such Guarantor. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all the Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full, the Commitments thereunder shall be terminated and no Letters of Credit thereunder shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Credit Parties may be free from any Obligations.any