Exhibit #: Form of Guarantee and Collateral Agreement

Security Documents. The Administrative Agent shall have received the Guarantee and Collateral Agreement, executed and delivered by an authorized officer of the Borrower and each other Loan Party that is party to the Guarantee and Collateral Agreement.

“Loan Documents”: # this Agreement and the Notes, # during any New Guarantee Period, the New Guarantee and # any amendment, waiver, supplement or other modification to any of the foregoing.

“Guarantee Agreement” means the Guarantee Agreement, dated as of the Effective Date, among the Borrower, the Co-Borrower, the other Loan Parties and the Administrative Agent, substantially in the form of [Exhibit D], together with all supplements thereto.

“Guarantee Agreement” means any agreement listed in the Third Clause of this Global Agreement.

Indebtedness arising under this Agreement (including any Guarantee);

observe and perform any obligations the Tenant enters into in an authorised guarantee agreement made in respect of this Lease (the “Authorised Guarantee Agreement”) and that if the Tenant fails to do so, the Guarantor shall observe and perform those obligations.

Successors and Assigns. The terms and conditions of this Guarantee Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties, except that neither Guarantor nor Borrower may assign or transfer any of its rights or obligations under this Guarantee Agreement. The ​ may not assign its interest in this Guarantee Agreement without the express written consent of both the Guarantor and the Borrower.

Counterparts. This Guarantee Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed or PDF copy of this Guarantee Agreement shall be deemed an original.

any guarantee of any Guarantor hereunder or under the Subsidiary Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party not to be, a legal, valid and binding obligation of such Guarantor (in each case, other than solely as a result of the release of a Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement as expressly permitted hereunder or thereunder); or