GUARANTEE
For value received, Haleon, a public limited company incorporated under the laws of England and Wales, having its principal executive offices at Building 5, First Floor, The Heights, Weybridge, Surrey, KT13 0NY, Middlesex TW8 9GS, England (the “Guarantor”, which term includes any Person as a successor Guarantor under the Indenture referred to in the Note upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Note upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder the due payment of all principal of and other amounts on, each Note payable by GSK Consumer Healthcare Capital US LLC, a Delaware limited liability company (the “U.S. Issuer”, which term includes any successor Person under the Indenture) under the Indenture. In case of the failure of the U.S. Issuer, to punctually make any such payment or satisfy any such obligation in respect of the U.S. Issuer Notes, the Guarantor hereby agrees to cause any such payment or obligation to be made or satisfied punctually when and as the same shall become due, payable or otherwise deliverable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the U.S. Issuer.
The indebtedness evidenced by this Guarantee constitutes an unsubordinated and unsecured obligation of the Guarantor and ranks equally and pari passu with all existing and future senior and unsecured obligations of the Guarantor (except for obligations which may rank senior by operation of applicable law) and senior to all existing and future subordinated obligations of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Note or such Indenture, any failure to enforce the provisions of such Note or such Indenture, or any waiver, modification or indulgence granted to the U.S. Issuer with respect thereto, by the Holder of such Note or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal of such Note, or increase the amounts due in respect of the Notes, or alter the stated maturity date thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the U.S. Issuer, any right to require a proceeding first against the U.S., protest or notice with respect to such Note or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Note and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment or satisfaction in full of the principal of and Additional Amounts, if any, payable in respect of such Note. This Guarantee is a guarantee of payment and not of collection.
The Guarantor shall be subrogated to all rights of the Holder of such Note and the Trustee against the U.S. Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of and Additional Amounts, if any, payable or deliverable in respect of all Notes issued under such Indenture shall have been paid in full.
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