Common use of Termination; Reinstatement Clause in Contracts

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this Guarantee.

Termination; Reinstatement. (a) This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than contingent indemnification or expense reimbursement obligations that survive termination of the Note Documents for which no claim has been made)) and any amounts payable under this Guaranty have been indefeasibly paid and performed in full in immediately available funds. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Company or any Subsidiary a Guarantor is made, or any Guaranteed Party a Holder exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party a Holder in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Holders are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Company is released from its obligations as a Guarantor under this Guaranty as a result of a Permitted Subsidiary Guarantor Release and, subsequent to such Permitted Subsidiary Guarantor Release, such Subsidiary provides a Guaranty of, or otherwise becomes an obligor in respect of, any Indebtedness of the Company (other than the Obligations), then, immediately at the time such Subsidiary Guarantees such Indebtedness of the Company or otherwise becomes an obligor in respect thereof, all Obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Holders, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Required Holders and (y) cause all requirements of Section 9.7(a) of the Note Purchase Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments Commitments of each Guaranteed Party the Lenders or facilities provided by each Guaranteed Party the Lender Parties with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Lender Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Lender Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than indemnities and other contingent indemnification or expense reimbursement obligations for not then due and payable and as to which no claim has been made), the Commitments are terminated, and all Letters of Credit have expired or terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor other Loan Party is made, or any Guaranteed Party of the Administrative Agent, the Lenders, the Issuing Banks or the Swingline Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Administrative Agent, the Lenders, the Issuing Banks or the Swingline Lender in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any applicable bankruptcy, insolvency, receivership reorganization, moratorium or similar law other laws affecting creditors’ rights generally or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is of the Administrative Agent, the Lenders, the Issuing Banks or the Swingline Lender are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Parent Guarantor under this paragraph Section shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other amounts Obligations that are then accrued and payable under this Guarantee are indefeasibly have been paid in full in cash full. At such time as the Loans, the L/C Borrowings and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed other Obligations are terminated or repaid then due and owing shall have been paid in full, as applicable the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations (other thanthan those expressly stated to survive termination) of the Guarantor shall terminate, all without delivery of any instrument or performance of any act by and party. At the request of the Guarantor following any such termination, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. In connection with the sale or disposition of all of the Capital Stock of any Guarantor permitted under the Credit Agreement, such Guarantor shall be released from its guaranty hereunder, all obligations of such Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the request of the Guarantor in each caseconnection with any such sale or other disposition, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to evidence such release and termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed Party Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwiseDebtor Relief Laws, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee the Loan Documents are indefeasibly paid in full in cash and cash. If a Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after Lender receives written notice from such Guarantor revoking this Guaranty. If this Guaranty is revoked by any Guarantor, said revocation shall have no effect on the continuing liability of such Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments made prior to such revocation. Revocation of each Guaranteed Party or facilities provided this Guaranty by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (any Guarantor shall not relieve any other than, in each case, Guaranteed Obligations in respect Guarantor of contingent indemnification or expense reimbursement obligations for which no claim has been made)any liability hereunder. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party Lender is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph Section shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of each Guaranteed Secured Party or facilities provided by each Guaranteed Secured Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Foreign Borrower or any Subsidiary Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Secured Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect the Lenders pursuant to the Loan Documents are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligations are terminated Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect prior to the time of contingent indemnification or expense reimbursement obligations for which no claim has been made)such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary Guarantor is made, or the Administrative Agent or any Guaranteed Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)Payment In Full. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor other Loan Party is made, or any Guaranteed of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any applicable bankruptcy, insolvency, receivership reorganization, moratorium or similar law other laws affecting creditors’ rights generally or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party is are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Parent Guarantor under this paragraph Section shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee the Loan Documents are indefeasibly paid in full in cash and the Revolving Commitment is terminated. If a Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after Lender receives written notice from such Guarantor revoking this Guaranty. If this Guaranty is revoked by any Guarantor, said revocation shall have no effect on the continuing liability of such Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments made prior to such revocation. Revocation of each Guaranteed Party or facilities provided this Guaranty by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (any Guarantor shall not relieve any other than, in each case, Guaranteed Obligations in respect Guarantor of contingent indemnification or expense reimbursement obligations for which no claim has been made)any liability hereunder. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party Lender is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph Section shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Lender Parties or facilities provided by each Guaranteed Party the Lender Parties with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed such Lender Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Company Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Company Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party any Lender or facilities provided by each Guaranteed Party any Lender with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Company Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Designated Borrower or any Subsidiary Guarantor the Company is made, or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party Lender in its discretion) to be repaid to a trustee, receiver receiver, administrative receiver, monitor, compulsory manager, custodian or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Bankruptcy Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party such Lender is in possession of or has released this Guarantee Company Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Company under this paragraph Section 9.06 shall survive termination of this GuaranteeCompany Guaranty in the event that this Company Guaranty is terminated prior to the occurrence of the events giving rise to the Company’s obligations under this paragraph.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other thanthan unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)) and the Commitments and Facilities are terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary either Guarantor is made, or any Guaranteed Party of the Lender Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Lender Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Lender Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Hasbro SA Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other amounts Hasbro SA Obligations that are then accrued and payable under this Guarantee are indefeasibly have been paid in full in cash full. At such time as the Loans, the L/C Borrowings and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed other Hasbro SA Obligations are terminated or repaid then due and owing shall have been paid in full, as applicable the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations (other thanthan those expressly stated to survive termination) of the Guarantor shall terminate, in each caseall without delivery of any instrument or performance of any act by and party. At the request of the Guarantor following any such termination, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Designated Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Hasbro SA Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed Party Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwiseDebtor Relief Laws, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect the Lenders pursuant to the Loan Documents are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligations are terminated Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect prior to the time of contingent indemnification or expense reimbursement obligations for which no claim has been made)such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed Lender Party exercises its right of setoffsetoff , in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until 91 days following the date upon which all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Secured Parties or facilities provided by each Guaranteed Party the Secured Parties with respect to the Guaranteed Obligations are terminated or repaid and any Letters of Credit outstanding at such time shall have been cash collateralized in full, as applicable (other than, in each case, Guaranteed Obligations in respect an amount equal to 100% of contingent indemnification or expense reimbursement obligations for which no claim has been made)the Letter of Credit Undrawn Amount on terms reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrower, the Guarantor or any Subsidiary Guarantor other guarantor of any of the Senior Secured Obligations is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Secured Parties in its their discretion) to be repaid to a trustee, receiver receiver, or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination termination, or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of each Guaranteed Secured Party or facilities provided by each Guaranteed Secured Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Secured Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Company Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed payment Obligations of PMCULC and the Designated Borrowers now or hereafter existing and shall remain in full force and effect until all Guaranteed payment Obligations of PMCULC and any other amounts payable under this Guarantee the Designated Borrowers are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Commitments with respect to PMCULC and the Guaranteed Obligations Designated Borrowers are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Company Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the PMCULC, any Designated Borrower or any Subsidiary Guarantor the Company is made, or any Guaranteed Party of the Lender Parties exercises its right of setoff, in respect of the Guaranteed payment Obligations of PMCULC and the Designated Borrowers and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Lender Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Lender Parties are in possession of or has have released this Guarantee Company Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Company under this paragraph shall survive termination of this GuaranteeCompany Guaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Agent, Collateral Agent, Documentation Agent, and Lenders or facilities provided by each Guaranteed Party the Agent, Collateral Agent, Documentation Agent, or Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary Guarantor is made, or the Agent, Collateral Agent, Documentation Agent, or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent, Collateral Agent, Documentation Agent, or any Guaranteed Party Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Insolvency Proceeding or otherwise, all as if such payment had not been made or such setoff had not occurred and whether the Agent, Collateral Agent, Documentation Agent, or not any Guaranteed Party Lender is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than contingent indemnification obligations) and any other amounts payable under this Guarantee are all the obligations of the Guarantor shall have been indefeasibly paid in full in cash and the Commitments terminated. (b) No payment made by the Borrowers, the Guarantor, any commitments other guarantor or any other Person received or collected by the Administrative Agent or any other Credit Party from the Borrowers, the Guarantor, any other guarantor or any other Person by virtue of each any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Party Obligations shall be deemed to modify, reduce, release or facilities provided otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by each the Guarantor in respect of the obligations of the Guarantor or any payment received or collected from the Guarantor in respect of the obligations of the Guarantor), remain liable for the obligations of the Guarantor up to the maximum liability of the Guarantor hereunder until the Guaranteed Party with respect Obligations (other than contingent indemnification obligations) and all the obligations of the Guarantor shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) The Guarantor agrees that, if any payment made by the Borrowers or any other Person applied to the Guaranteed Obligations are terminated or repaid in fullis at any time avoided, as applicable (other thanannulled, in each caseset aside, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoingrescinded, this Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by any Guaranteed Party in its discretion) collateral are required to be repaid refunded by the Administrative Agent or any other Credit Party to a the Borrowers, its estate, trustee, receiver or any other partyPerson, in connection with any proceeding including, without limitation, the Guarantor, under any bankruptcy, insolvency, receivership or similar applicable law or otherwiseequitable cause, all then, to the extent of such payment or repayment, the Guarantor’s liability hereunder (and any Lien or collateral securing such liability, if any) shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and if any Lien or collateral securing the Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or collateral, if any) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary the Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment (or any Lien or collateral securing such obligation, if any).

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Lender Parties or facilities provided by each Guaranteed Party the Lender Parties with respect to the Guaranteed Obligations are terminated terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect prior to the time of contingent indemnification or expense reimbursement obligations for which no claim has been made)such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed such Lender Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date on which all Guaranteed Obligations Commitments of the Lenders are terminated and the Advances and any other amounts Obligations that are then accrued and payable under this Guarantee are have been indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party cash, (b) with respect to any individual Guarantor, the Guaranteed Obligations are terminated or repaid in fulldate on which such Guarantor ceases to be a Subsidiary of the Borrower as a result of a transaction permitted under the Credit Agreement and (c) with respect to any individual Guarantor, as applicable the date on which the Borrower ceases to guarantee any Neptune Debt of such Guarantor (such earlier date, the “Release Date”). Upon the occurrence of the Release Date with respect to any Guarantor, this Guaranty and all obligations (other than, in each case, Guaranteed Obligations in respect than those expressly stated to survive termination) of contingent indemnification or expense reimbursement obligations such Guarantor (but not of any other Guarantor for which no claim the Release Date has been made)not occurred) shall terminate, all without delivery of any instrument or performance of any act by and party. At the request of any such Guarantor following any such termination, the Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or the Agent or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Agent orany Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwiseDebtor Relief Laws, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under the immediately preceding sentence of this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee the Loan Documents are indefeasibly paid in full in cash and cash. If the Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after the Lenders receive written notice from the Guarantor revoking this Guaranty. If this Guaranty is revoked by the Guarantor, said revocation shall have no effect on the continuing liability of the Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect made prior to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)such revocation. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Party the Lenders exercises its their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Lenders are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph Section shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of the Administrative Agent and each Guaranteed other Secured Party or facilities provided by each Guaranteed the Administrative Agent and any other Secured Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed other Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent or any Guaranteed other Secured Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid terminated; provided that notwithstanding such termination this Guaranty shall remain in full, effect as applicable to (i) any Guaranteed Obligation that remains outstanding (other than, in each case, Guaranteed Obligations than obligations in respect of contingent indemnification or and expense reimbursement obligations for which no claim has as been made)) at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding (other than obligations in respect of indemnification and expense reimbursement for which no claim as been made) at or prior to the time of such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any such Guaranteed Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guarantee another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrowers or any Subsidiary the U.S. Guarantor is made, or the Administrative Agent or any Guaranteed other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed other Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the U.S. Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Lenders or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor's obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guarantee.Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor's obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Guaranty shall remain in full force and effect until all Guaranteed the Obligations and any other amounts payable under this Guarantee are indefeasibly all the Obligations of the Guarantors shall have been paid in full and the Commitments terminated. (b) No payment made by the Borrower, any Guarantors, or any other Person received or collected by the Administrative Agent or any Lender from and Borrower, any Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in cash and reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in fullGuarantor hereunder which shall, as applicable notwithstanding any such payment (other than, in each case, Guaranteed Obligations than any payment made by such Guarantor in respect of contingent indemnification the Obligations of the Guarantors or expense reimbursement obligations any payment received or collected from such Guarantor in respect of the Obligations of the Guarantors), remain liable for which no claim has the Obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Obligations and all the Obligations of the Guarantors shall have been made). Notwithstanding the foregoing, this Guarantee shall continue paid in full force and effect or be revived, as the case may beCommitments terminated. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Subsidiary Guarantor other Person applied to the Obligations is madeat any time annulled, or any Guaranteed Party exercises its right of setoffset aside, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently rescinded, invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be refunded or repaid or the proceeds of any collateral are required to a be refunded by the Administrative Agent or any Lender to the Borrower, its estate, trustee, receiver or any other party, in connection with including, without limitation, any proceeding Guarantor, under any bankruptcyapplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law or otherwiserepayment, all each Guarantor's liability hereunder (and any Lien securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and if any Lien or collateral securing such Guarantor's liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary such Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment (or any Lien securing such obligation).

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments all the obligations of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable Guarantors (other than, in each case, contingent obligations not then due) shall have been indefeasibly paid in full in cash, the Commitments terminated and the Letters of Credit terminated or expired (or Cash Collateralized). (b) No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Guaranteed Obligations Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Liabilities shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of contingent indemnification the obligations of the Guarantors or expense reimbursement any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for which no claim has the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Liabilities and all the obligations of the Guarantors shall have been made). Notwithstanding the foregoing, this Guarantee shall continue indefeasibly paid in full force in cash and effect or be revived, as the case may beCommitments terminated. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of other Person applied to the Guaranteed Obligations and such payment or the proceeds of such setoff or Liabilities is at any part thereof is subsequently time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into collateral are required to be refunded by the Administrative Agent or any other Guaranteed Party in to the Borrower, its discretion) to be repaid to a estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any bankruptcyApplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law repayment, each Guarantor’s liability hereunder (and any Lien or otherwisecollateral securing such liability) shall be and remain in full force and effect, all as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and if any Lien or collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary such Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment (or any Lien or collateral securing such obligation).

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations and any other amounts payable under this Guarantee are Guaranty have been indefeasibly paid and performed in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations Commitments are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrowers or any a Domestic Subsidiary Guarantor is made, or the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Guaranteed Party Lender in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Guaranteed Party Lender is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Domestic Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Lenders or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor's obligations under this Guarantee.paragraph and the obligations of the Guarantor

Termination; Reinstatement. This Guarantee Borrower Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed payment on the GO Bond Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed payment GO Bond Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the GO Bond Term Facilities with respect to the Guaranteed payment GO Bond Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the GO Bond Issuer or the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party of the Lender Parties exercises its right of setoff, in respect of the Guaranteed payment GO Bond Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Lender Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Lender Parties are in possession of or has have released this Guarantee Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Borrower under this paragraph shall survive termination of this GuaranteeBorrower Guaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Lender or facilities provided by each Guaranteed Party the Lender with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this Guaranteeparagraph.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date upon which all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Commitments with respect to the Guaranteed Obligations are terminated terminated, and (b) the delivery by OpCo to the Secured Parties of the OpCo Financials in accordance with Section 6.04 of the Credit Agreement (the earlier to occur of (a) or repaid in full, (b) being referred to herein as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been madethe “Termination Date”). Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Loan Party or the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party of the Secured Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law debtor relief laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and Guaranty shall remain in full force and effect until all Guaranteed the earlier of: (i) the Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full or otherwise satisfied (including by the conversion in cash full of the Guaranteed Notes) (other than contingent indemnity obligations), and not subject to any commitments recapture or preference in bankruptcy or similar proceedings, and the Guaranteed Parties have no further commitment to extend credit to the Company or (ii) the Guaranteed Parties are given written notice of each the Guarantor’s intention to discontinue this Guaranty, notwithstanding any intermediate or temporary payment or settlement of the whole or any part of the Obligations. No such notice under (ii) above shall be effective against a Guaranteed Party unless received and acknowledged by an officer of a Guaranteed Party. Without limiting the generality of the foregoing sentence, the Guarantor will be released from all liability hereunder concurrently with either the repayment in full of all amounts owed under the Guaranteed Notes or the conversion in full of the Guaranteed Notes. No notice under (ii) above shall affect any rights of a Guaranteed Party or facilities provided by each Guaranteed Party of any affiliate hereunder with respect to the Guaranteed any Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)incurred prior to such notice. Notwithstanding the foregoing, this Guarantee This Guaranty shall continue in full force and effect to be effective or be revivedreinstated, as the case may benotwithstanding any notice or termination, if at any time any payment made or value received with respect to an Obligation is rescinded or must otherwise be returned by a Guaranteed Party upon the insolvency, bankruptcy or on behalf reorganization of the Borrower or any Subsidiary Guarantor is madeCompany, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwise, all as if though such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this Guaranteevalue received.

Termination; Reinstatement. (a) This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than contingent indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been made)) and any amounts payable under this Guaranty have been indefeasibly paid and performed in full in immediately available funds and all Commitments are terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary a Guarantor is made, or any Guaranteed a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed a Creditor Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Creditor Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Borrower is released from its obligations as a Guarantor under this Guaranty and, subsequent to such release, such Subsidiary is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Indebtedness for borrowed money that constitutes Recourse Indebtedness (other than Indebtedness permitted under Section 7.02(b) of the Term Loan Agreement) then, immediately at the time such Subsidiary becomes such an obligor, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 of the Term Loan Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Secured Parties with respect to the Guaranteed Obligations are terminated terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect prior to the time of contingent indemnification or expense reimbursement obligations for which no claim has been made)such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed a Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed such Secured Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing continuing, absolute, unconditional and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations and any other amounts payable under this Guarantee are Guaranty have been indefeasibly paid and performed in full in cash immediately available funds, all Commitments are terminated and any commitments of each Guaranteed Party all Letters or facilities provided by each Guaranteed Party with respect Credit have been cancelled, have expired or terminated or have been collateralized to the Guaranteed Obligations are satisfaction of the Administrative Agent and the L/C Issuer. In the event that this Guaranty is terminated or repaid in fullaccordance with the prior sentence, as applicable (other thanthe Administrative Agent shall execute and deliver to any Guarantor, in each caseat such Guarantor’s expense, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)all documents that such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary a Guarantor is made, or any Guaranteed a Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed a Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee (a) The term of this Guaranty is a continuing and irrevocable Guarantee of all Guaranteed continuous until the earlier of: (i) the date on which the Obligations now have been performed or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash or (ii) with regard to future transactions, the date on which Guarantor provides Beneficiary with written notice of such termination, and any commitments such termination shall become effective no earlier than sixty (60) calendar days from the date Beneficiary receives such written notice from Guarantor. Unless otherwise agreed in writing by Beneficiary, no such notice or termination shall release Guarantor from any liability as to any amount or performance that is at the time owing under the Agreement. (b) Notwithstanding the provisions of each Guaranteed Party Paragraph 4(a) hereof, this Guaranty shall be reinstated if at any time following the termination of this Guaranty under Paragraph 4(a) hereof, any payment by Guarantor under this Guaranty or facilities provided pursuant hereto is rescinded or must otherwise be returned by each Guaranteed Party with respect the Beneficiary or other person upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of Principal, Guarantor or otherwise, and is so rescinded or returned to the Guaranteed party or parties making such payment, all as though such payment had not been made. Such period of reinstatement shall continue until satisfaction of the conditions contained in, and shall continue to be subject to, the provisions of Paragraphs 4(a) hereof. If all or any portion of the Obligations are terminated or repaid in fullpaid by Principal, as applicable (other than, in each case, Guaranteed Obligations in respect the obligations of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guarantee Guarantor hereunder shall continue and remain in full force and effect or be revivedreinstated, as the case may be, if any payment by or on behalf of in the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff event that all or any part thereof is subsequently invalidatedof such payment(s) are rescinded or recovered directly or indirectly from Beneficiary as a preference, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Obligations for all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor purposes under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than contingent indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been made)) and any amounts payable under this Guaranty have been indefeasibly paid and performed in full in immediately available funds, all Commitments are terminated and all Letters of Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and the applicable L/C Issuers. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary a Guarantor is made, or any Guaranteed a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed a Creditor Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Creditor Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Borrower Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Subsidiary Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any (other amounts payable under this Guarantee than contingent indemnification obligations for which no claim has been asserted) are indefeasibly paid in full in cash and any commitments the Commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations Lenders are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrower, any Guarantor or any Subsidiary Guarantor Foreign Swap Obligor is made, or the Administrative Agent or any Guaranteed other Secured Party exercises its right of setoff, in respect of the Guaranteed Subsidiary Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed other Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Borrower under this paragraph shall survive termination of this GuaranteeBorrower Guaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Holdings Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and any other amounts payable (ii) the Specified Obligations) and all the obligations of Holdings under this Guarantee are Holdings Guaranty shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments are terminated. (b) No payment made by Holdings, the Borrower, any commitments Subsidiary Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any Secured Party from Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person by virtue of each any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Party Obligations shall be deemed to modify, reduce, release or facilities provided otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment (other than any payment made by each Holdings in respect of the obligations of Holdings or any payment received or collected from Holdings in respect of the obligations of Holdings), remain liable for the obligations of Holdings up to the maximum liability of Holdings hereunder until the Guaranteed Party with respect Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) and all the obligations of Holdings shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments are terminated. (c) Notwithstanding anything to the contrary contained in this Holdings Guaranty, Holdings agrees that, if any payment made by Holdings, the Borrower, any Subsidiary Guarantor or any other Person applied to the Guaranteed Obligations are terminated or repaid in fullis at any time avoided, as applicable (other thanannulled, in each caseset aside, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoingrescinded, this Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by any Guaranteed Party in its discretion) Collateral are required to be repaid refunded by the Administrative Agent or any Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, Holdings or any proceeding Subsidiary Guarantor, under any bankruptcyApplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law repayment, Holdings’ liability hereunder (and any Lien or otherwiseCollateral securing such liability) shall be and remain in full force and effect, all as fully as if such payment had never been made, and, if prior thereto, this Holdings Guaranty shall have been terminated, canceled or surrendered (and if any Lien or Collateral securing Holdings’ liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Holdings Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary Guarantor under this paragraph shall survive termination Holdings in respect of this Guaranteethe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This Guarantee The guaranty under this Section 11 is a continuing and irrevocable Guarantee guaranty of all the applicable Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Full Payment of the Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)Section 11. Notwithstanding the foregoing, the guaranty under this Guarantee Section 11 shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary Guarantor is made, or Agent or any Guaranteed Party Lender exercises its right of setoff, in respect of the applicable Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently 118 invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent or any Guaranteed Party Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Insolvency Proceeding or otherwise, all as if such payment had not been made or such setoff had not occurred and whether Agent or not any Guaranteed Party Lender is in possession of or has released this Guarantee the guaranty hereunder and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph Section 11.8 shall survive termination of this Guaranteethe guaranty hereunder.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Agreement shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid the payment in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and the termination of the Commitments. (b) No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Collateral Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time, or from time to time, in reduction of, or in payment of, the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the proceeds obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such setoff Guarantor hereunder until the payment in full of the Guaranteed Obligations and the termination of the Commitments. (c) Each Guarantor agrees that, if any payment made by the Borrower or any part thereof other Person applied to the Guaranteed Obligations is subsequently at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by any Guaranteed Party in its discretion) Collateral are required to be repaid refunded by the Collateral Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any bankruptcyApplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law repayment, each Guarantor’s liability hereunder (and any Lien or otherwiseCollateral securing such liability) shall be and remain in full force and effect, all as fully as if such payment had never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Agreement (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary such Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. (i) This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)cash. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Issuer or any Subsidiary Guarantor is made, or any Guaranteed Party the Noteholder exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Noteholder in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Noteholder is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty. (ii) Notwithstanding Section 8(e)(i) above, if any Guarantor ceases to be a co-borrower or a guarantor of the obligations under the Credit Agreement pursuant to the terms thereof, such Guarantor shall be automatically released from its Guaranty without any further action from the Noteholder.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date on which all Guaranteed Obligations Commitments of the Lenders are terminated and the Advances and any other amounts Obligations that are then accrued and payable under this Guarantee are have been indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party cash, (b) with respect to any individual Guarantor, the Guaranteed Obligations are terminated or repaid in fulldate on which such Guarantor ceases to be a Subsidiary of the Company as a result of a transaction permitted under the Credit Agreement and (c) with respect to any individual Guarantor, as applicable the date on which the Company ceases to guarantee any Neptune Debt of such Guarantor (such earlier date, the “Release Date”). Upon the occurrence of the Release Date with respect to any Guarantor, this Guaranty and all obligations (other than, in each case, Guaranteed Obligations in respect than those expressly stated to survive termination) of contingent indemnification or expense reimbursement obligations such Guarantor (but not of any other Guarantor for which no claim the Release Date has been made)not occurred) shall terminate, all without delivery of any instrument or performance of any act by and party. At the request of any such Guarantor following any such termination, the Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or any Subsidiary the Guarantor is made, or the Agent or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Agent orany Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwiseDebtor Relief Laws, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under the immediately preceding sentence of this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Guaranty shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than contingent indemnification or and expense reimbursement obligations for which no claim has been made). Notwithstanding ) and all the foregoing, this Guarantee obligations of the Guarantors shall continue have been paid in full force and effect the Commitments terminated. (b) No payment made by the Borrower, any Guarantor, or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be reviveddeemed to modify, as reduce, release or otherwise affect the case may beliability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations (other than contingent and expense reimbursement obligations for which no claim has been made) shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of other Person applied to the Guaranteed Obligations and such payment or the proceeds of such setoff or is at any part thereof is subsequently time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any settlement entered into by any Guaranteed Party in its discretion) Collateral are required to be repaid refunded by the Administrative Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any bankruptcyApplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law repayment, each Guarantor’s liability hereunder (and any Lien or otherwiseCollateral securing such liability) shall be and remain in full force and effect, all as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary such Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (other than contingent obligations as to which no claim has yet been made) and any commitments of each Guaranteed Party the Lender or facilities provided by each Guaranteed Party the Lender with respect to the Guaranteed Obligations are terminated or repaid terminated, at which time this Guaranty shall automatically terminate and be released, unless released by the Administrative Agent as set forth in full, as applicable (other than, in each case, Guaranteed Obligations in respect Section 7.12 of contingent indemnification or expense reimbursement obligations for which no claim has been made)the Term Loan Agreement. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed Party other Bank exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed Party other Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent or any Guaranteed Party other Bank is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until (and shall terminate once) all amounts owing to the Lender and the Secured Parties on account of the Guaranteed Obligations (other than (a) contingent indemnification obligations and any other amounts payable (b) obligations and liabilities under this Guarantee Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the Lender shall have been made) are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations Commitments are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed a Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed a Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of the Administrative Agent and each Guaranteed Party other Guaranty Beneficiary or facilities provided by the Administrative Agent and each Guaranteed Party other Guaranty Beneficiary with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent and any Guaranteed Party other Guaranty Beneficiary exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed Party other Guaranty Beneficiary in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent or any Guaranteed Party other Guaranty Beneficiary is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph Section 8 shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Guaranty shall remain in full force and effect until all the Guaranty Discharge Date. (b) No payment made by the Company, any Subsidiary Guarantor, or any other Person received or collected by the Trustee or any Holder from the Company, any Subsidiary Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations and shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors or any payment received or collected from such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors), remain liable for the obligations of the Subsidiary Guarantors up to the maximum liability of such Subsidiary Guarantor hereunder until the Guaranty Discharge Date. (c) Each Subsidiary Guarantor agrees that, if any payment made by the Company or any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect Person applied to the Guaranteed Obligations are terminated or repaid in fullis at any time annulled, as applicable (other thanset aside, in each caserescinded, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including to be refunded or repaid or is repaid in whole or in part pursuant to any a good faith settlement entered into by any Guaranteed Party of a pending or threatened claim, then, to the extent of such payment or repayment, each Subsidiary Guarantor’s liability hereunder shall be and remain in its discretion) to be repaid to a trusteefull force and effect, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwise, all as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each such Subsidiary Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until Payment in Full. Upon Payment in Full, this Guaranty shall automatically terminate and Lender will upon request from Guarantors, at the Guarantors’ sole expense, execute and deliver to the Guarantors such documents to evidence such termination. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all Guaranteed Obligations the equity interests of such Guarantor are sold, transferred or otherwise disposed of in a transaction permitted by the Term Loan Agreement; provided that the Borrower shall have delivered to the Lender, at least ten Business Days (or such shorter period reasonably acceptable to the Lender) prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Term Loan Agreement and the other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)Loan Documents. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any the Guaranteed Party exercises its Parties exercise their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any the Guaranteed Party Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any the Guaranteed Party is Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Borrower Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Guarantor Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any (other amounts payable under this Guarantee than contingent indemnification obligations for which no claim has been asserted) are indefeasibly paid in full in cash and any commitments the Commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations Lenders are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed other Secured Party exercises its right of setoff, in respect of the Guaranteed Guarantor Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed other Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Borrower under this paragraph shall survive termination of this GuaranteeBorrower Guaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to subsection (c) below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated. (b) No payment made by the Borrower, any Guarantor, or any other Person received or collected by the Administrative Agent or any Lender from the Borrower, any Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly all the obligations of the Guarantors shall have been paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable Commitments terminated. (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guarantee shall continue in full force and effect or be revived, as the case may bec) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Subsidiary Guarantor other Person applied to the Obligations is madeat any time annulled, or any Guaranteed Party exercises its right of setoffset aside, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently rescinded, invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including pursuant to any settlement entered into by any Guaranteed Party in its discretion) to be refunded or repaid by the Administrative Agent or any Lender to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any bankruptcyApplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law or otherwiserepayment, all each Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary such Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of: (a) all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guarantee another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, terminated; and (b) the Specified U.S. Guarantor shall cease to exist as applicable (other than, in each case, Guaranteed Obligations in respect a result of contingent indemnification or expense reimbursement obligations for which no claim has been made)the Restructuring. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrowers or any Subsidiary the Specified U.S. Guarantor is made, or the Administrative Agent or any Guaranteed other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed other Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Specified U.S. Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as the case may be) and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Lender Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Lender Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations the Termination Date. Upon such termination of this Guaranty, the Administrative Agent shall, at the request and sole expense of the Guarantors, promptly take any other amounts payable actions as the Guarantors may reasonably request to terminate of record, or otherwise give appropriate notice of the termination of, the guaranty made hereunder. Further, the obligations of any Guarantor hereunder shall automatically terminate if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted under this Guarantee are indefeasibly paid in full in cash and any commitments the Credit Agreement or if such Guarantor is no longer required to be a Guarantor pursuant to Section 6.12 of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)Credit Agreement. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party of the Secured Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. (a) This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than contingent indemnification or expense reimbursement obligations that survive termination of the Note Documents for which no claim has been made)) and any amounts payable under this Guaranty have been indefeasibly paid and performed in full in immediately available funds. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Company or any Subsidiary a Guarantor is made, or any Guaranteed Party a Holder exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party a Holder in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Holders are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Company is released from its obligations as a Guarantor under this Guaranty in accordance with Section 9.7(b) of the Note Purchase Agreement, such Subsidiary is required to become a Guarantor pursuant to Section 9.7(a) of the Note Purchase Agreement, then, immediately at the time such Subsidiary is so required to become a Guarantor, all Obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Holders, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Required Holders and (y) cause all requirements of Section 9.7(a) of the Note Purchase Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent indemnification liabilities and Cash Management Liabilities and Swap Liabilities as to which no claim has been asserted) and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (or, in the case of Letter of Credit Outstandings not then due and any commitments owing, have been Cash Collateralized in an amount equal to 103% of such Letter of Credit Outstandings, on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each Guaranteed Party or facilities provided by each Guaranteed Party applicable L/C Issuer) and the Commitments and this Agreement with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrower, the Parent or any Subsidiary Guarantor other Loan Party is made, or any Guaranteed Party of the Secured Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Parent under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash immediately available funds, all Letters of Credit have expired, terminated or been Cash Collateralized and any commitments the Revolving Commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Lender Parties with respect to the Guaranteed Obligations are terminated terminated. Upon the fulfillment of the preceding sentence, this Guaranty shall immediately, automatically terminate without any further action whatsoever. The Administrative Agent shall execute and deliver any instrument or repaid in fulldocument, as applicable (other thanmake any filing, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)take any action reasonably requested by the Borrower or such Subsidiary to effect or evidence any such release at the Borrower’s sole cost and expense. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any a Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. (a) This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than contingent indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been made)) and any amounts payable under this Guaranty have been indefeasibly paid and performed in full in immediately available funds, all Commitments are terminated and all Letters or Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and the L/C Issuer. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary a Guarantor is made, or any Guaranteed a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed a Creditor Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Creditor Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Borrower is released from its obligations as a Guarantor under this Guaranty as a result of a Permitted Subsidiary Guarantor Release and, subsequent to such Permitted Subsidiary Guarantor Release, such Subsidiary provides a Guarantee of, or otherwise becomes an obligor in respect of, any Indebtedness of the Borrower (other than the Obligations), then, immediately at the time such Subsidiary Guarantees such Indebtedness of the Borrower or otherwise becomes an obligor in respect thereof, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 of the Credit Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. (a) This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than contingent indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been made)) and any amounts payable under this Guaranty have been indefeasibly paid and performed in full in immediately available funds, all Commitments are terminated and all Letters or Credit have been cancelled or collateralized to the satisfaction of the Administrative Agent and the applicable L/C Issuers. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary a Guarantor is made, or any Guaranteed a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed a Creditor Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Creditor Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Borrower is released from its obligations as a Guarantor under this Guaranty and, subsequent to such release, such Subsidiary is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Indebtedness for borrowed money that constitutes Recourse Indebtedness (other than Indebtedness permitted under Section 7.02(b) of the Credit Agreement), then, immediately at the time such Subsidiary becomes such an obligor, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 of the Credit Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as the case may be) and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Lender Party with respect to the Guaranteed Obligations are terminated or repaid terminated; provided, that, upon the release of any Guarantor in fullaccordance with Section 11.22, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)the guarantee provided by such Guarantor hereunder shall be released. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Company or any Subsidiary Guarantor is made, or any Guaranteed Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Lender Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Lenders or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.10 thereof.

Termination; Reinstatement. This Guarantee Guaranty is a continuing continuing, absolute, unconditional and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Commitments and the Facilities with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Creditor Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Creditor Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty. Notwithstanding anything to the contrary contained herein, if at any time any Subsidiary is released from its obligations as a Guarantor under this Guaranty as a result of an Investment Grade Permitted Release with respect to such Subsidiary and, subsequent to such Investment Grade Permitted Release, such Subsidiary provides a Guarantee of, or otherwise incurs, any Indebtedness of the type described in clause (a) of such definition that is not Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction) (any such Guarantee or other incurrence of Indebtedness being referred to herein as an “Unsecured Indebtedness Incurrence”), then the Company shall immediately notify the Administrative Agent thereof and at the time of such Unsecured Indebtedness Incurrence, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 to satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (other than contingent liabilities that survive termination of the Loan Documents and the Secured Hedge Agreements) and any commitments of each Guaranteed Party the Credit Parties or facilities provided by each Guaranteed Party the Credit Parties with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its the Credit Parties exercise their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Credit Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Credit Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty. Section 7. NO SUBROGRATION. No Guarantor shall exercise any right of subrogation, contribution, or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty are paid and performed in full (other than contingent liabilities that survive termination of the Loan Documents and the Secured Hedge Agreements) and any commitments of the Credit Parties or facilities provided by the Credit Parties with respect to the Guaranteed Obligations are terminated. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to Administrative Agent, for the benefit of the Credit Parties, to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. Section 8.

Termination; Reinstatement. This Except for any release of a Subsidiary Guarantor pursuant to clause 4 of this Guarantee, this Guarantee is a continuing continuing, absolute and irrevocable Guarantee guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been madethan Unmatured Surviving Obligations). Notwithstanding the foregoing, this This Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower CME Ltd or any a Subsidiary Guarantor is made, or any Guaranteed Party the CME Credit Guarantor exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the CME Credit Guarantor in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Bankruptcy Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the CME Credit Guarantor is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph clause shall survive termination of this Guarantee.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty, in each case, other than contingent obligations (it being acknowledged for this purpose that obligations under a Hedge Agreement or a Cash Management Agreement are indefeasibly not contingent liabilities) that survive payment in full of all principal, interest and fees under this Agreement are paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Commitments and the Facilities with respect to the Guaranteed Obligations are terminated or repaid in fullterminated, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)whereupon this guaranty shall terminate automatically without further action required whatsoever. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party of the Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Except for any release of a Subsidiary Guarantor pursuant to clause 4 of this Guarantee, this Guarantee is a continuing continuing, absolute and irrevocable Guarantee guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been madethan Unmatured Surviving Obligations). Notwithstanding the foregoing, this This Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any a Subsidiary Guarantor is made, or any Guaranteed Party the CME Credit Guarantor exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the CME Credit Guarantor in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Bankruptcy Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the CME Credit Guarantor is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph clause shall survive termination of this Guarantee.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guarantee another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Designated Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed other Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing continuing, absolute, unconditional and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Commitments and the Facilities with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Creditor Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Creditor Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor the Guarantors under this paragraph shall survive termination of this GuaranteeGuaranty. Notwithstanding anything to the contrary contained herein, if at any time after the Investment Grade Permitted Release, any Subsidiary that is a Direct Owner or Indirect Owner of an Unencumbered Eligible Property that has been released from its obligations as a Guarantor under this Guaranty provides a Guarantee of any Indebtedness of the Borrower (any such Guarantee being referred to herein as an “Indebtedness Incurrence”), then the Borrower shall immediately notify the Administrative Agent thereof and at the time of such Indebtedness Incurrence, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be revived and reinstated automatically without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Guaranty shall remain in full force and effect until all Guaranteed the Secured Obligations and any other amounts payable under this Guarantee are indefeasibly paid in full in cash and any commitments all the obligations of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable Guarantors (other than, in each case, contingent obligations not then due) shall have been indefeasibly paid in full in cash, the Commitments terminated and the Letters of Credit terminated or expired (or Cash Collateralized). (b) No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations Liabilities shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of contingent indemnification the obligations of the Guarantors or expense reimbursement any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for which no claim has the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Liabilities and all the obligations of the Guarantors shall have been made). Notwithstanding the foregoing, this Guarantee shall continue indefeasibly paid in full force in cash and effect or be revived, as the case may beCommitments terminated. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of other Person applied to the Guaranteed Obligations and such payment or the proceeds of such setoff or Liabilities is at any part thereof is subsequently time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by any Guaranteed Party in its discretion) Collateral are required to be repaid refunded by the Administrative Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any bankruptcyApplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law repayment, each Guarantor’s liability hereunder (and any Lien or otherwiseCollateral securing such liability) shall be and remain in full force and effect, all as fully as if such payment had never been made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary such Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted) and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Lender Party with respect to the Guaranteed Obligations are terminated or repaid terminated; provided, that, upon the release of any Guarantor in fullaccordance with Section 11.22, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)the guarantee provided by such Guarantor hereunder shall be released. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Company or any Subsidiary Guarantor is made, or any Guaranteed Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Lender Party is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to subsection (c) below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly all the obligations of the Subsidiary Guarantors shall have been paid in full and the Commitments terminated. (b) No payment made by any Borrower, any Subsidiary Guarantor, or any other Person received or collected by the Administrative Agent or any Lender from any Borrower, any Subsidiary Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in cash reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors or any payment received or collected from such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors), remain liable for the obligations of the Subsidiary Guarantors up to the maximum liability of such Subsidiary Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Subsidiary Guarantors shall have been paid in full and the Commitments terminated. (c) Each Subsidiary Guarantor agrees that, if any commitments of each Guaranteed Party payment made by any Borrower or facilities provided by each Guaranteed Party with respect any other Person applied to the Guaranteed Obligations are terminated or repaid in fullis at any time annulled, as applicable (other thanset aside, in each caserescinded, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including pursuant to be refunded or repaid or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any Lender to any settlement entered into by any Guaranteed Party in Borrower, its discretion) to be repaid to a estate, trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this Guarantee.other

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party the Lenders or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary the Guarantor is made, or any Guaranteed Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor's obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guarantee.Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor's obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11

Termination; Reinstatement. (a) This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Notes and this Agreement with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Company or any Subsidiary Guarantor other Note Party is made, or any Guaranteed Party of the Secured Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Secured Parties in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty. (b) Each of the holders irrevocably consents, at the request of the Company, at any time that no Default or Event of Default shall have occurred and be continuing, (i) to release ASHUSA Inc. and ASUSHI Inc. from its Guarantee with respect to the Notes, and (ii) to take such actions and execute and deliver such documents and instruments as may be reasonably requested in writing by the Company or such Guarantor to give effect to the release specified in the foregoing clause (i); provided that the releases and actions described in the aforementioned items (i) and (ii) are done only for the purposes of consummating the Permitted Reorganization and solely to the extent that substantially concurrently with the consummation of such Permitted Reorganization, NewCo becomes a Guarantor and the Company delivers to the holders and the Collateral Agent documentation required under Section 9.7 with respect to NewCo and following such release, the such release, ASHUSA Inc. and ASUSHI Inc. Guarantee no other Material Credit Facility.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than (x) contingent indemnification obligations, (y) Obligations under any Guaranteed Cash Management Agreement as to which arrangements satisfactory to the applicable Cash Management Bank have been made, and (z) Obligations under any Guaranteed Hedge Agreement as to which arrangements satisfactory to the applicable Hedge Bank have been made) and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party cash, the Commitments with respect to the Guaranteed Obligations are terminated or repaid in fulland all Letters of Credit (other than Letters of Credit, if any, as applicable (to which other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made)) have expired or terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary other Loan Party or the Guarantor is made, or any of the Guaranteed Party Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Guaranteed Party Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any the Guaranteed Party is Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Hasbro SA Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other amounts Hasbro SA Obligations that are then accrued and payable under this Guarantee are indefeasibly have been paid in full in cash full. At such time as the Loans, the L/C Borrowings and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed other Hasbro SA Obligations are terminated or repaid then due and owing shall have been paid in full, as applicable the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations (other thanthan those expressly stated to survive termination) of the Guarantor shall terminate, in each caseall without delivery of any instrument or performance of any act by and party. At the request of the Guarantor following any such termination, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Designated Borrower or any Subsidiary the Guarantor is made, or the Administrative Agent or any Guaranteed Party Lender exercises its right of setoffset off, in respect of the Guaranteed Hasbro SA Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed Party Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law or otherwiseDebtor Relief Laws, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date upon which all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided all Commitments are terminated, and (b) the delivery by each Guaranteed Party with respect OpCo to the Guaranteed Obligations are terminated Secured Parties of the OpCo Financials in accordance with Section 6.04 of the Second Amended and Restated Credit Agreement (the earlier to occur of (a) or repaid in full, (b) being referred to herein as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been madethe “Termination Date”). Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Loan Party or the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party of the Secured Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party of the Secured Parties in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law debtor relief laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party is the Secured Parties are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations arising hereunder and any other amounts payable under this Guarantee the Loan Documents are indefeasibly paid in full in cash and the Revolving Commitment is terminated. If a Loan Party elects to revoke this Guaranty, such revocation shall not become effective until five Business Days after ▇▇▇▇▇▇ receives written notice from such Loan Party revoking this Guaranty. If this Guaranty is revoked by any Loan Party, said revocation shall have no effect on the continuing liability of such Loan Party to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments made prior to such revocation. Revocation of each Guaranteed this 27 Guaranty by any Loan Party or facilities provided by each Guaranteed shall not relieve any other Loan Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)any liability hereunder. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower any Loan Party or any Subsidiary other Guarantor is made, or any Guaranteed Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed Party the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party Lender is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations reinstatement provisions of each Subsidiary Guarantor under this paragraph Section 9.6 shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee Guaranty are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of than indemnities and other contingent indemnification or expense reimbursement obligations for not then due and payable and as to which no claim has been made), the Commitments are terminated, and all Letters of Credit have expired or terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor other Loan Party is made, or any Guaranteed of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Guaranteed of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party in its their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any applicable bankruptcy, insolvency, receivership reorganization, moratorium or similar law other laws affecting creditors’ rights generally or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party is are in possession of or has have released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Parent Guarantor under this paragraph Section shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee Guaranty is a continuing and irrevocable Guarantee guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guarantee another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party the Lenders with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made)terminated. Notwithstanding the foregoing, this Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Designated Borrower or any Subsidiary the Foreign Guarantor is made, or the Administrative Agent or any Guaranteed other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any Guaranteed other Secured Party in its discretion) to be repaid to a trustee, receiver, interim receiver, receiver and manager or any other party, in connection with any proceeding under any bankruptcy, insolvency, receivership or similar law Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Guaranteed Party the Administrative Agent is in possession of or has released this Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary the Foreign Guarantor under this paragraph shall survive termination of this GuaranteeGuaranty.

Termination; Reinstatement. This Guarantee is a continuing and irrevocable Guarantee of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Agreement shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guarantee are indefeasibly paid the Payment in full in cash and any commitments of each Guaranteed Party or facilities provided by each Guaranteed Party with respect to the Guaranteed Obligations are terminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Guaranteed Party exercises its right of setoff, in respect Full of the Guaranteed Obligations and the termination of the Commitments. (b) No payment made by any Borrower, the Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or (other than any payment made by the proceeds Guarantor in respect of such setoff the obligations of the Guarantor or any part thereof payment received or collected from the Guarantor in respect of the obligations of the Guarantor), remain liable for the obligations of the Guarantor up to the maximum liability of the Guarantor hereunder until the Payment in Full of the Guaranteed Obligations and the termination of the Commitments. (c) The Guarantor agrees that, if any payment made by any Borrower or any other Person applied to the Guaranteed Obligations is subsequently at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by any Guaranteed Party in its discretion) Collateral are required to be repaid refunded by the Administrative Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with any proceeding including, without limitation, the Guarantor, under any bankruptcyApplicable Law or equitable cause, insolvencythen, receivership to the extent of such payment or similar law repayment, the Guarantor’s liability hereunder (and any Lien or otherwiseCollateral securing such liability) shall be and remain in full force and effect, all as fully as if such payment had never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or Collateral securing the Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Agreement (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not any Guaranteed Party is in possession of or has released this Guarantee and regardless of any prior revocation, rescission, termination or reduction. The otherwise affect the obligations of each Subsidiary the Guarantor under this paragraph shall survive termination in respect of this Guaranteethe amount of such payment (or any Lien or Collateral securing such obligation).