Common use of Guarantee Clause in Contracts

Guarantee. (1) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received11, each of the Guarantors hereby hereby, jointly and severally, fully, unconditionally and absolutely guarantees (eachirrevocably guarantees, as a “Guarantee”) primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payableinterest, if any, on the Notes will be promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption or otherwise, according and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this Subsidiary Guarantee is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt obligation of such Guarantor that and it is not, by its terms, expressly subordinated in right a guarantee of payment and not a guarantee of collection. Subject to such Guarantee. Each of this Article 11, the Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Subsidiary Guarantee will shall not be discharged except by complete performance of such Guaranteethe obligations contained in the Notes and this Indenture. Each of the Guarantors further agrees Guarantor hereby expressly waives all statutory suretyship defenses that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoeverit may waive under applicable law, including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the insolvencyamount stated above, bankruptcy any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or reorganization any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the GuarantorsCompany’s or any other Guarantor’s assets, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment or performance had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the Guarantors remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be subrogated a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Debt of such Guarantor, if any. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1) Notwithstanding any provision of this Article X Holdings hereby irrevocably, absolutely and unconditionally guarantees, as a primary obligation and not as a surety, to the contrary, Sellers the provisions of this Article X relating to the Guarantors shall be applicable only to, payment and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits performance of the related Guarantee of each obligations of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable Buyer under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this IndentureAgreement (in each case, subject to all limitations, qualifications, terms and conditions of the limitations Buyer’s obligations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guaranteeherein), including, for whatever reasonthe avoidance of doubt, each any obligations of the Guarantors will be jointly Buyer under Section 2.3(a)(ii) and severally obligated to pay the same immediatelySection 9.3 of this Agreement. Each of the Guarantees hereunder This guaranty is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be fullan absolute, unconditional and absolutecontinuing guaranty of payment and performance and not of collectability, irrespective of the validity, regularity legality or enforceability of the Securities this Agreement or this Indentureany other document or instrument contemplated hereby. Holdings waives promptness, the absence diligence, presentment, demand, protest, notice of acceptance, notice of any action to enforce the sameobligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any waiver right to require the marshalling of assets of Holdings, any of its Affiliates or consent by any Holder of the Securities other entity or other Person primarily or secondarily liable with respect to any provisions hereof or thereofof the guaranteed obligations, and all suretyship defenses generally. If any payment in respect of any of the guaranteed obligations is rescinded after receipt by the Sellers, the recovery of any judgment guaranty hereunder shall be automatically reinstated as if no such payment had ever been made. Holdings agrees that the Sellers shall not be required to prosecute collection, enforcement or other remedies against the Company Buyer or any Guarantor, or any action to enforce the same or resort to any other circumstances which might otherwise constitute a legal rights or equitable discharge remedies pertaining thereto, before calling on Holdings for payment or defense performance. Holdings hereby waives any and all notice of the Guarantors. Each creation, renewal, extension or accrual of the Guarantors hereby agrees that in the event obligations of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions Holdings set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against Agreement and notice of or proof of reliance by the Company Sellers upon this Section 11.22 or any other Guarantor. (4) The obligations acceptance of each of the Guarantors under this Article X shall be as aforesaid full, unconditional Section 11.22. Holdings acknowledges that it will receive substantial direct and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting indirect benefits from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from transactions contemplated by this Agreement and that the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors waivers set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture Section 11.22 are made knowingly in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any contemplation of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantorbenefits. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1) Notwithstanding The payment of principal of, and premium and interest on, the Notes will be fully and unconditionally guaranteed by the Parent Guarantor. The Notes shall not be guaranteed initially by any provision of the Issuer’s Subsidiaries. Subject to this Article X to X, after the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedIssue Date, each Restricted Subsidiary that guarantees or incurs certain Indebtedness, but only under the conditions described under Section 4.14, shall jointly and severally, fully and unconditionally guarantee to each Holder of a Note authenticated and delivered by the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and enforceability of this Indenture, the Notes or the obligations of the Issuer under this Indenture or thereunder: (a) the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable Issuer under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payableNotes, whether at for payment of principal of, premium or interest on the Stated Maturity or by declaration of accelerationNotes, call for redemption expenses, indemnification or otherwise, according to on the terms set forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder under this Indenture shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment for distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Guarantors further agrees that if at any time Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any payment theretofore applied by any Person to its Guarantee isthe Issuer’s assets, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such application payment or performance had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be subrogated affected or impaired thereby. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received12, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal and Aggregate Accreted Principal Amount of, premium and premiuminterest on the Notes will be promptly paid in full when due, if anywhether at maturity, by acceleration, redemption, repurchase or otherwise, and interest on the Securities overdue principal and all other amounts due Aggregate Accreted Principal Amount of and payable under this Indenture premium and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest shall become all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. To the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or extent permitted by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors each Guarantor hereby (i) waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Note Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guaranteethe obligations contained in the Notes and this Indenture. Each of If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must be rescinded or returnedtheretofore discharged, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of reinstated in full force and effect. To the Holders and the Trustee against the Company in respect of any amounts paid extent permitted by such applicable law, each Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, to the extent permitted by applicable law (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article 7 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such series obligations as provided in Article 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the related Guarantees Guarantors for the purpose of this Note Guarantee. The Guarantors shall have been paid in full or dischargedthe right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. (1a) Notwithstanding any provision of this Article X Subject to the contrarysubsection (b), below, and subject to the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit ofSection 1109, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors Guarantor hereby fully, irrevocably and unconditionally and absolutely guarantees (each, a “such guarantee being the "Guarantee”") to each Holder of a Security authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture and the Securities hereunder, that: (i) the principal of, and premium, if any, and interest on the Securities promptly will be paid in full when due, whether at the maturity or Interest Payment Date, by acceleration, call for redemption or otherwise, and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such overdue principal, premium, if any, and interest shall become interest, if any, of the Securities, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof, and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at Stated Maturity, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will Guarantor shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related The Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance of such Guaranteethe obligations contained in the Securities and this Indenture. Each of If any Holder or the Guarantors further agrees that if at any time all or any part of any payment theretofore applied Trustee is required by any Person court or otherwise to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of return to the Company or any of custodian, Trustee, liquidator or other similar official acting in relation to the GuarantorsCompany, any amount paid by the Company to the Trustee or such Guarantee shallHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that such it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeguaranteed hereby. (6b) Each It is the intention of the Guarantors Guarantor and the Company that the obligations of the Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the Guarantor under the Guarantee shall be reduced by such court if such reduction would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is strictly necessary to reach such result. For purposes of this paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (c) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the Guarantee or this Indenture; provided, however, that such Guarantor, 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, premium, if any, and interest on all of the Securities of such series and the related Guarantees issued hereunder shall have been paid in full or dischargedfull.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedNine, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, fully and unconditionally, guarantees, on a “Guarantee”) senior unsecured basis, to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Securities Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal of and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and interest shall become all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees that its agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject Subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such each Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any time all Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Guarantee hereunder of the Guarantors, such Guarantee shallany Guarantor, to the extent that such payment is or must theretofore discharged, shall be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such series obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the related Guarantees Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full or dischargeda pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received11, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as of such principal, premiumseries, if any, if lawful, and interest shall become all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is notcollection. Subject to this Article 11, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees hereby, jointly and severally, agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Security Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued obligations contained in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and this Indenture. If any Holder or the related Guarantees Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have been paid in full or dischargedthe right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to 10, from and after the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits consummation of the related Guarantee of each of the Guarantors. (2) For value receivedTransactions, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Authentication Agent and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and premiuminterest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall become be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Securities or this IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances guarantor (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Guarantors further agrees that if at Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any time petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any payment theretofore applied by any Person to its Guarantee isthe Issuer’s assets, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment or performance had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be subrogated affected or impaired thereby. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received12, each of the Guarantors hereby fullyhereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payableon, the Notes will be promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for upon repurchase or redemption or otherwise, according and interest on the overdue principal of, premium and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee under this Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of custodian, trustee, liquidator or other similar official acting in relation to any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, any amount paid by the Company or any Guarantor to the Trustee or such Guarantee shallHolder, this Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantor for the purpose of this Guarantee. The Guarantors shall be subrogated will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedGuarantee.

Guarantee. (1) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors The Guarantor hereby fully, unconditionally and absolutely irrevocably guarantees (eachto each Holder of a Security authenticated and delivered by the Trustee, a “Guarantee”) to the Holders and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premiumAdditional Amounts, if any, on such Security when and interest as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the terms Holder of the Securities Security or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and this Indenture, subject to subordinated obligation of the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed Guarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the related GuaranteeIndenture and, for whatever reasonexcept as permitted by Section 806 hereof, each will rank at least equally with all other unsecured subordinated indebtedness of the Guarantors will be jointly and severally obligated to pay the same immediatelyGuarantor. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related The Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be fullabsolute and unconditional irrespective of, unconditional and absoluteshall be unaffected by, irrespective any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of such Security or this Indenture, any waiver extension of time for payment or consent performance by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company as provided by such Security or any Guarantorthis Indenture, or any action waiver, modification or indulgence granted to enforce the same Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstances circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the Guarantors. Each foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that that, in the event of a default in payment of the principal ofprincipal, or premium, if any, or interest interest, if any, on the Securities of such seriesany Security, whether at the its Stated Maturity or Maturity, by declaration of acceleration, call for redemption redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of the Holders orsuch Security, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such the Guarantor to enforce such this Guarantee without first proceeding against the Company or any other Guarantor. (4) Company. The obligations Guarantor agrees that if, after the occurrence and during the continuance of each an Event of Default, the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Trustee or any of the Guarantors contained in Holders are prevented by applicable law from exercising their respective rights to accelerate the Securities or this Indenture, (ii) any impairment, modification, release or limitation maturity of the liability of Securities, to collect interest on the Company, any of the Guarantors or any of their estates in bankruptcySecurities, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert enforce or exercise any such rights other right or remedies, (iv) the assignment or the purported assignment of any property as security for remedy with respect to the Securities, including all or any part the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights of and remedies been permitted to be exercised by the Company Trustee or any of the Guarantors under this Indenture, (v) the extension Holders. The obligations of the time for payment by Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the Company date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or any of has been deemed pursuant to the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or Article Seven of this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereofto have been, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment paid in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guaranteedischarged. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors The Guarantor shall be subrogated to all rights of the Holders and the Trustee Holder of each Security upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Guarantor Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that such Guarantor, 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 premium, if any, and interest, if any, on all of the Securities of such series and the related Guarantees issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or dischargedagainst the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received11, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiumSpecial Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest shall become all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedNote Guarantee.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Subsidiary Guarantors hereby fullyhereby, jointly and severally, irrevocably and unconditionally and absolutely guarantees (eachguarantees, on a “Guarantee”) senior unsecured basis, to the Holders each Holder and to the Trustee the due and punctual payment its successors and assigns, irrespective of the principal ofvalidity and enforceability of this Indenture, and the Notes of each series or the obligations of the Partnership hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Securities Notes of each series shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal and payable under this Indenture and the Securities by the Company, when and as interest on such principal, premiumNotes, if any, if lawful, and interest all other Obligations of the Partnership to the Holders or the Trustee hereunder or under such Notes shall become be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes of any series or any of such other obligations, that same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to whether at Stated Maturity, by acceleration or otherwise collectively, the limitations set forth in Section 10.03. (3) “Guaranteed Obligations”. Failing payment by the Partnership when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Subsidiary Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Subsidiary Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes of each series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorPartnership, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Partnership, any of right to require a proceeding first against the GuarantorsPartnership, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will shall not be discharged except by complete performance of such Guarantee. the obligations contained in the Notes of each series and this Indenture, or pursuant to Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Partnership, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Partnership or the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that if at that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any time stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. (f) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Partnership for liquidation or reorganization, should the Partnership become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any payment theretofore applied by any Person to its Guarantee isthe Partnership’s assets, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes of any series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, such Notes Guarantee shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (6g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each of the Guarantors shall payment to be subrogated to all rights of the Holders and the Trustee against the Company made by a Subsidiary Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions kind or nature. (i) The Notes of this Indenture; provided, however, that such Guarantor, each series initially shall not be entitled to enforce or to receive the benefits of any payments arising out ofNotes Guarantee of any Subsidiary Guarantor contemplated by this Article 10. After the Issue Date, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid any Subsidiary Guarantors will provide a Note Guarantee in full or dischargedaccordance with Section 4.10.

Guarantee. (1) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each Platinum Underwriters Holdings, Ltd., a corporation organized under the laws of Bermuda (herein called the "Guarantor", which term includes any successor under the Indenture referred to in the Note upon which this Guarantee is endorsed), hereby absolutely, fully and unconditionally and irrevocably guarantees to the Holder of the Guarantors hereby fullyNote upon which this Guarantee is endorsed, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee on behalf of such Holder, (a) the due and punctual payment of the principal ofof and interest (and, if applicable, the Redemption Price) on such Note, whether at the Stated Maturity or by acceleration, call for redemption or otherwise, (b) the due and premiumpunctual payment of interest on overdue principal of and interest on such Note, if any, if lawful, and interest on (c) the Securities due and punctual payment of any and all other amounts payments due to the Holder, all in accordance with the terms of such Note and payable under this Indenture and of the Securities by Indenture. In case of the Company, when and as failure of the Company punctually to make any such payment of principal, premium, if any, or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and interest as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to and as if such payment were made by the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediatelyCompany. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related The Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder are a guaranty of payment and not a guaranty of collection or performance and shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Note or the Securities Indenture or this Indentureany limitation of the Company thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Note or by the Securities Trustee with respect to any provisions hereof thereof or thereofof the Indenture, the recovery obtaining of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives the Guarantors. Each benefits of the Guarantors hereby agrees that in the event of a default in payment of the principal ofdivision and discussion, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or any of notice with respect to such Note or the Guarantors, indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will not be discharged except by complete performance of the obligations contained in such Note and in this Guarantee. Each Without limiting the generality of the Guarantors further foregoing, the Guarantor hereby agrees that if at the obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or transfer in whole or in part of the Note whether or not made without notice to or the consent of the Guarantor and shall not be subject to any time reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of, including, but not limited to, setoff, counterclaim, recoupment or termination whatsoever, and that such obligations shall not be released, affected or impaired regardless of whether or not any Holder, including the Holder of the Note, or anyone on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or any part of any payment theretofore applied such amount, either pursuant to the provisions of the Indenture or the Note or at law or in equity, and regardless of any other condition or contingency, or by reason of the invalidity, illegality or unenforceability of the Note or the Indenture or otherwise and that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of such Note to assert any claim or demand or to enforce any remedy under the Indenture or such Note, any other guarantee or any other agreement, by any Person to its Guarantee iswaiver, amendment, indulgence or modification (whether material or otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of any obligations under the Indenture, the Note or this Guarantee, or must beby the voluntary or involuntary liquidation, rescinded sale or returned for other disposition of all or substantially all of the assets of the Company or the Guarantor, or any reason whatsoeverreceivership, including, without limitation, the insolvency, bankruptcy bankruptcy, reorganization, or reorganization of other similar proceedings, affecting the Company or any of its assets, or the Guarantorsrelease of any property from the lien and security interest created by the Indenture or the Note or of any other security for the Note, such Guarantee shallor the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Indenture or the Note by operation of law, or the merger or consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to the foregoing, or by any other act or omission that may or might in any manner or to any extent vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge of a surety or guarantor as a matter of law or equity (other than the performance of the obligations contained in such Note and in this Guarantee). The Holder of the Note upon which this Guarantee is endorsed is entitled to the further benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of and interest, or any such other payments, on the Note upon which this Guarantee is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such endorsed. This Guarantee shall continue to be effective or be reinstated, as governed by and construed in accordance with the case may be, as though such application had not been made. (6) Each laws of the Guarantors shall be subrogated to all rights State of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant New York, without giving effect to the provisions conflicts of laws principles thereof. All terms used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture; provided, however, that such Guarantor, . This Guarantee shall not be entitled to enforce valid or to receive obligatory for any payments arising out of, or based upon, such right purpose until the certificate of subrogation until all of authentication on the Securities of such series and the related Guarantees Note upon which this Guarantee is endorsed shall have been paid in full or dischargedexecuted by the Trustee under the Indenture by the manual signature of one of its authorized officers.

Guarantee. (1) Notwithstanding any provision of this Article X In order to induce the Lenders to extend credit to the contraryBorrowing Subsidiaries hereunder, the provisions of this Article X relating to the Guarantors shall be applicable only to, Company hereby unconditionally and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01irrevocably guarantees, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receiveda primary obligor and not merely as a surety, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment and performance, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, of the principal ofGuaranteed Obligations. The Company further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligations. The Company waives presentment to, demand of payment from and protest to the Borrowing Subsidiaries of any of the Guaranteed Obligations, and premiumalso waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of any Lender to assert any claim or demand or to enforce any right or remedy against the Borrowing Subsidiaries under the provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any guarantee or any other agreement; (c) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any Lender’s rights with respect thereto; or (d) the failure of any Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Company hereby agrees that any payments in respect of the Guaranteed Obligations pursuant to this Article VII will be paid to the Administrative Agent without setoff or counterclaim, in Dollars (in the case of Guaranteed Obligations arising under this Agreement) or, at the option of the relevant Local Currency Lender(s), in Dollars or in the relevant Local Currency (in the case of Guaranteed Obligations arising under any Local Currency Facility), at (a) the office of the Administrative Agent specified in Section 2.19(a) (in the case of Guaranteed Obligations arising under this Agreement) or (b) at the office specified for payments under the relevant Local Currency Addendum or such other office as shall have been specified by the relevant Local Currency Lender(s) in each case to the extent permitted by applicable law (in the case of Guaranteed Obligations arising under any Local Currency Addendum). The Company further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call held for redemption or otherwise, according to the terms payment of the Securities and this Indenture, subject Guaranteed Obligations or to the limitations set forth in Section 10.03. (3) Failing payment when due any balance of any amount guaranteed pursuant to the related Guaranteedeposit account or credit on its books, for whatever reason, each in favor of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same Borrowing Subsidiaries or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsperson. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of the Guarantors under this Article X shall be as aforesaid fullwaiver, unconditional and absolute release, surrender, alteration or compromise, and shall not be impairedsubject to any defense or setoff, modifiedcounterclaim, released recoupment or limited termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, any guarantee or any other agreement, by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence waiver or modification ofof any provision thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or by any change in, other act or omission which may or might in any of manner or to any extent vary the obligations and liabilities risk of the Company or any otherwise operate as a discharge of the Guarantors contained in Company as a matter of law or equity. To the Securities extent permitted by applicable law, the Company waives any defense based on or this Indenturearising out of any defense available to the Borrowing Subsidiaries, (ii) including any impairmentdefense based on or arising out of any disability of the Borrowing Subsidiaries, modificationor the unenforceability of the Guaranteed Obligations or any part thereof from any cause, release or limitation the cessation from any cause of the liability of the CompanyBorrowing Subsidiaries, any other than final payment in full of the Guarantors Guaranteed Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any of their estates in bankruptcyother right or remedy available to them against the Borrowing Subsidiaries, or any remedy for security without affecting or impairing in any way the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights liability of the Company or hereunder except to the extent the Guaranteed Obligations have been fully and finally paid. The Company waives any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or defense arising out of any such terms and provisions election even though such election operates to impair or the extension to extinguish any right of reimbursement or the renewal of any thereof, (vi) the modification subrogation or amendment (whether material other right or otherwise) of any duty, agreement or obligation remedy of the Company against the Borrowing Subsidiaries or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the security. The Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of any Borrowing Subsidiary or otherwise. In furtherance of the Guarantors foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay or cause to be subrogated paid to the Administrative Agent or such Lender in cash the amount of such unpaid Guaranteed Obligation. Until the termination of this Agreement and the commitments hereunder, and the repayment in full of all amounts due under this Agreement, the Company hereby irrevocably waives and releases any and all rights of the Holders subrogation, indemnification, reimbursement and the Trustee similar rights which it may have against the Company or in respect of the Borrowing Subsidiaries at any amounts paid by such Guarantor pursuant time relating to the provisions Guaranteed Obligations, including all rights that would result in its being deemed a “creditor” of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce the Borrowing Subsidiaries under the United States Code as now in effect or to receive any payments arising out ofhereafter amended, or based upon, such right any comparable provision of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedany successor statute.

Guarantee. (1a) Notwithstanding any provision of this Article X to the contraryThe Guarantor expressly, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fullyabsolutely, unconditionally and absolutely irrevocably guarantees (each, a the “Guarantee”) to the Holders, the due, punctual and complete performance when required of all payment obligations of the Company under this Agreement (the “Obligations”). The Guarantee is in no way conditioned upon any requirement that the Holders and first attempt to collect the Trustee Obligations from the Company or resort to any security or other means of collecting payment. Should the Company default in the due and punctual payment or performance of the principal ofObligations, and premium, if any, and interest on the Securities and all other amounts Guarantor’s obligations hereunder shall become immediately due and payable under this Indenture and to the Securities Holders. All sums payable by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be fullmade in immediately available funds in U.S. Dollars. The Holders may, unconditional in their sole discretion, bring and absolute, irrespective prosecute a separate action or actions against the Guarantor for the full amount of the validity, regularity or enforceability Obligations regardless of the Securities or this Indenture, the absence of whether any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding is brought against the Company or any other Guarantorperson or whether the Company or any other person is joined in any such action or actions. (4b) The obligations of each of In the Guarantors under this Article X shall be as aforesaid fullevent that the Company becomes subject to a bankruptcy, unconditional and absolute and shall not be impaired, modified, released reorganization or limited by any occurrence or condition whatsoever, including, without limitationsimilar proceeding, (i) the Holders shall not be obligated to file any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any claim relating to the Obligations and the failure of the Holders to so file shall not affect the Guarantor’s obligations hereunder, and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release the Obligations shall not be affected or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise delayed by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) . In the release or discharge of event that any payment to the Company or any of the Guarantors from the performance or observance Holders in respect of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, Obligations is rescinded or must be, rescinded otherwise be returned or returned reduced for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such this Guarantee shall continue to be effective or be reinstated, as the case may be, and the Guarantor shall remain liable hereunder with respect to such Obligations as though if such application payment had not been made. This is an unconditional guarantee of payment from Guarantor and not of collection. (6c) Each In the event that the Guarantor consolidates with or merges into any other Person (as defined in the Merger Agreement) or conveys, transfers or leases its properties and assets substantially as an entirety to any other Person, such other Person shall assume the Obligations at the time of the Guarantors such consolidation, merger or sale, and shall be subrogated promptly provide evidence to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedassumption.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premiumpremium on, if any, and interest on the Securities Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due and payable under this Indenture and interest on the Securities by the Companyoverdue principal of, when and as such principal, premiumpremium on, if any, and interest shall become on the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Subsidiary Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Subsidiary Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedSubsidiary Guarantee.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to 10, from and after the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedIssue Date, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a “Guarantee”) to Note authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest all other Obligations of the Issuers to the Holders or the Trustee hereunder or under the Notes shall become be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediatelypromptly. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated collection. All payments under each Guarantee will be made in right of payment to such Guaranteedollars. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company Issuer or any Guarantorthe Co-Issuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances guarantor (other than payment in full or discharge of all amounts guaranteed pursuant of the Obligations of the Issuers hereunder or under the Notes). Each Guarantor hereby waives, to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Issuer or the Co-Issuer, any of right to require a proceeding first against the GuarantorsIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance full payment of such Guaranteethe obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each of Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, either the Issuers or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, then any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent that permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment is based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or must against the Issuer or the Co-Issuer for liquidation, reorganization, should the Issuer or the Co-Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be rescinded appointed for all or returned, be deemed to have continued in existence notwithstanding such applicationany significant part of the Issuer’s or the Co-Issuer’s assets, and such Guarantee shall shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be subrogated a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1a) Notwithstanding any provision of this Article X Guarantor hereby unconditionally and irrevocably guarantees to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee Sprott Lender Parties the due and punctual payment and performance of the principal ofObligations and agrees on written demand of the Agent, and premiumfollowing the occurrence of an Event of Default, if any, and interest on to perform or discharge the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether Obligations which have not been fully performed or discharged at the Stated Maturity or by declaration of acceleration, call times and in the manner provided for redemption or otherwise, according to the terms of the Securities and in this Indenture, subject to the limitations set forth in Section 10.03Agreement. (3b) Failing payment when due of any amount guaranteed pursuant Without prejudice to the related Guarantee, for whatever reason, each rights of the Guarantors Sprott Lender Parties against Borrower, Guarantor unconditionally and irrevocably agrees that, as between the Sprott Lender Parties and itself, it will be jointly and severally obligated to pay the same immediately. Each liable as principal debtor in respect of the Guarantees hereunder is intended to be a general, unsecured, senior obligation performance of the related Obligations and not merely as surety and, accordingly, Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be fullfully liable forthwith on demand by the Agent, unconditional following the occurrence and absoluteduring the continuance of an Event of Default, to perform or discharge the Obligations irrespective of the validity, regularity effectiveness or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment Obligations against the Company or any Guarantor, or any action to enforce the same Borrower or any other fact or circumstances which might otherwise constitute a legal would or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of or defence to a surety guarantor or guarantorsurety. (5c) Each As a separate and independent obligation, if any of the Obligations are not duly and punctually paid by Borrower and performed by Guarantors hereby under Section 10(a) for any reason whatsoever Guarantor unconditionally and irrevocably agrees to indemnify and save the Sprott Lender Parties harmless from and against any losses which the Sprott Lender Parties may suffer or incur from the failure of Borrower to duly perform such Obligations. (d) The Guarantee of the Obligations is a continuing guarantee and shall remain in effect until all of the Obligations existing or arising or which may arise under or by virtue of the Obligations shall have been paid, performed or discharged in full. (e) Guarantor waives any rights it may have as surety under any Applicable Law which may at any time be inconsistent with any of the provisions hereof or which it may have of first requiring the Sprott Lender Parties to proceed against or claim performance or payment from Borrower or any other Person. (f) The Sprott Lender Parties, without notice to Guarantor and without discharging, prejudicing or affecting the obligations of Guarantor hereunder, may (i) waives diligencegrant time, presentmentindulgences, demand of paymentconcessions, filing of claims with a court in the event of the mergerreleases and discharges or any financial accommodation to Borrower; (ii) take, insolvency hold, fail to take or bankruptcy of the Company hold, vary, deal with, realize, enforce, release or determine not to enforce, perfect or release any other guarantee, indemnity or security for all or any of the GuarantorsObligations; or (iii) effect compositions from, and otherwise deal with, Borrower and all demands whatsoeverother Persons as the Lenders may see fit and generally may otherwise do or omit to do any act or thing which, but for this provision, might operate to discharge, prejudice or affect the obligations of Guarantor hereunder. (g) G▇▇▇▇▇▇▇▇ agrees that the liability of Guarantor under this Guarantee is absolute and unconditional irrespective of: (i) the lack of validity or enforceability of any terms of any of the Credit Documents; (ii) acknowledges that any agreementcontest by Borrower or any other Person as to the amount of the Obligations, instrument the validity or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder enforceability of any agreement, instrument terms of the Credit Documents or document evidencing its Guarantee without notice to it and the perfection or priority of any Security; (iii) covenants that its Guarantee will not be discharged except by complete performance any defence, counter claim or right of such Guarantee. Each set-off available to Borrower; (iv) any release, compounding or other variance of the Guarantors further agrees that if at liability of Borrower or any time other Person liable in any manner under or in respect of the Obligations or the extinguishment of all or any part of the Obligations by operation of law; (v) any change in the time or times for, or place or manner or terms of payment theretofore applied or performance of the Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Sprott Lender Party may grant to Borrower or any other Person; (vi) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any increase in the amounts available thereunder or the inclusion of an additional borrower thereunder), or other action or inaction under, the Credit Documents or any other related document or instrument, or the Obligations; (vii) any discontinuance, termination or other variation of any terms or conditions of any transaction with, Borrower or any other Person; (viii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of Borrower, Guarantor or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of Borrower, Guarantor or their respective businesses; (ix) any dealings with the security which Security Agent or any Sprott Lender Party holds or may hold pursuant to the terms and conditions of the Credit Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (x) any limitation of status or power, disability, incapacity or other circumstance relating to Borrower, Guarantor, or any other Person, including any Insolvency Event involving or affecting Borrower, Guarantor, or any other Person or any action taken with respect to this Guarantee by any Person to its Guarantee istrustee or receiver, or must beby any court, rescinded in any such proceeding, whether or returned for not Guarantor shall have notice or knowledge of any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company foregoing; (xi) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Credit Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (A) any Governmental Authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of Guarantor under this Guarantee, or (B) any court order that amends, varies, reduces or otherwise affects any of the Obligations; (xii) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by or on behalf of the Sprott Lender Parties, or any of them, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the Guarantors, manner or procedure by which any Sprott Lender Party (or Security Agent) realizes on such Guarantee shall, security; (xiii) any application of any sums received to the extent that such payment is Obligations, or must be rescinded or returnedany part thereof, be deemed to have continued and any change in existence notwithstanding such application; and (xiv) any other circumstances which might otherwise constitute a defence available to, and such Guarantee shall continue to be effective or be reinstateda discharge of, as Guarantor, Borrower or any other Person in respect of the case may be, as though such application had not been madeObligations or this Guarantee. (6h) Each Subject only to any demand expressly required pursuant to Sections 10(a) and (b), Guarantor hereby waives notice of the Guarantors acceptance of this Guarantee and of presentment, demand and protest and notices of non-payment and dishonour and any other demands and notices required by any Applicable Law. (i) From the date or dates upon which any demand is made against Guarantor under this Section 10 until the Obligations have been performed and discharged in full, Guarantor shall be subrogated not (i) claim any set-off or counterclaim against Borrower; (ii) make or enforce any claim or right (including a right of subrogation or contribution) against Borrower to all rights prove in competition with any Sprott Lender Party in the event of the Holders and the Trustee against the Company an Insolvency Event of Borrower or in respect of any amounts paid outstanding liability of Borrower hereunder; or (iii) in competition with the Sprott Lender Parties claim the benefit of any security or guarantee now or hereafter held by such Guarantor pursuant or on behalf of the Sprott Lender Parties for any money or liabilities due or incurred by Borrower to the provisions of this Indenture; provided, however, that such Guarantor, Sprott Lender Parties or any share therein. (j) The Sprott Lender Parties shall not be entitled obligated before taking any steps to enforce this Guarantee (i) to take any steps or proceedings or other action whatsoever or obtain any judgment against Borrower or any other Person in any court or tribunal, (ii) to receive make or file any payments arising out ofclaim in an Insolvency Event in respect of Borrower or any other Person, (iii) to exercise any diligence against Borrower, or based upon(iv) resort to any other means of payment. (k) Nothing herein contained shall restrict or adversely affect or be construed to restrict or adversely affect any right which a Sprott Lender Party may have to set-off any Obligations owed by Guarantor under this Guarantee to such Sprott Lender Party against any obligations owed by such Sprott Lender Party to Guarantor, such right of subrogation until all regardless of the Securities place of payment or currency of such series and the related Guarantees shall have been paid in full or dischargedObligations.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received13, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiuminterest on (including, if anywithout limitation, all interest that accrues after the commencement of any proceeding or following any event described in Section 8.1(a)(8) hereof, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such proceeding or following such event), the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and interest on the Notes, if any, if lawful, all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under Notes or the Indenture and payable all other obligations of the Company to the Holders or the Trustee hereunder, or under the Notes will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Securities by the CompanyNotes; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedNote Guarantee.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each Subsidiary Guarantor hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders Trustee and to the Trustee the due and punctual payment Agents and their respective successors and assigns, irrespective of the principal ofvalidity and enforceability of this Indenture, and the Notes or the obligations of the Issuer hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Securities Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest all other Obligations of the Issuer to the Holders, the Trustee or any Agent hereunder or under the Notes shall become be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the any Subsidiary Guarantors will shall be jointly and severally obligated to pay or perform the same immediately. Each of the Guarantees hereunder Subsidiary Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Subsidiary Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will shall not be discharged except by complete performance of such Guarantee. the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to the Issuer or the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder, any Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that if at that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any time Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. (f) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any payment theretofore applied by any Person to its Guarantee isthe Issuer’s assets, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (6g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each of the Guarantors shall payment to be subrogated to all rights of the Holders and the Trustee against the Company made by any Subsidiary Guarantor in respect of a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts kind or nature. (i) All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor (a “Funding Guarantor”) under its Note Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Note Guarantees in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor pursuant under its Note Guarantee that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance or financial assistance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Indenture; providedSection 10.01, howeverany assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, that such Guarantor, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be entitled considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to enforce a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or to receive any before such date by such Contributing Guarantor in respect of its Note Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments arising out of, received on or based upon, before such right of subrogation until all date by such Subsidiary Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The amounts payable as contributions hereunder shall be determined as of the Securities of such series and date on which the related Guarantees payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(i). For the avoidance of doubt, nothing in this Section 10.01(i) shall have been paid in full limit or dischargedimpair, by implication or otherwise, any Subsidiary Guarantor’s obligations under its Note Guarantee.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a “Guarantee”) to Note authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall become be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediatelypromptly. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances guarantor (other than payment in full or discharge of all amounts guaranteed pursuant of the Obligations of the Issuer hereunder or under the Notes). Each Guarantor hereby waives, to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, then any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Guarantors further agrees that if at Holders under the Guarantees. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any time petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any payment theretofore applied by any Person to its Guarantee isthe Issuer’s assets, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be subrogated a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to I, Fossil (UK) Global Services Ltd. (the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “GuaranteeGuarantor”) hereby irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of the Indenture, this Supplemental Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that (a) the principal of, of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest shall become due and payableall other obligations of the Company to the Holders or the Trustee hereunder or thereunder, whether at the Stated Maturity or by declaration of accelerationincluding for expenses, call for redemption indemnification or otherwise, according to shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due in accordance with the terms of the Securities and this Indentureextension or renewal, subject to whether at stated maturity, by acceleration or otherwise (all of the limitations set forth in Section 10.03. (3) foregoing being hereinafter collectively called the “Guarantor Obligations”). Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will Guarantor shall be jointly and severally obligated to pay the same immediatelypromptly. Each of the Guarantees hereunder The Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such collection. The Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes, the Indenture or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances guarantor (other than payment in full or discharge of all amounts guaranteed pursuant of the Obligations of the Company hereunder and under the Notes). The Guarantor hereby waives, to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance of such Guarantee. Each full payment of the Guarantors further obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. The Guarantor also agrees that if at to pay any time and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any part of Holder in enforcing any payment theretofore applied rights under this Section 1.01. If any Holder or the Trustee is required by any Person court or otherwise to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitationreturn to the Company, the insolvencyGuarantor or any custodian, bankruptcy trustee, liquidator or reorganization other similar official acting in relation to any of the Company or the Guarantor, then any amount paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V of this Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article V of this Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee. The Guarantor shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. Until released in accordance with Section 1.04, the Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should any of the GuarantorsCompany become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be subrogated affected or impaired thereby. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without setoff, counter-claim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1a) Notwithstanding any provision of this Article X to Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the contraryother Guarantors and severally, as primary obligor and not merely as surety, the provisions full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of this Article X relating acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Guarantors shall be applicable only toBorrower, whether now or hereafter existing, and inure solely whether due or to become due, including principal, interest (including interest accrued or accruing after the benefit of, the Securities commencement of any series designated, pursuant to Section 2.01, as entitled to the benefits proceeding under Title 11 of the related United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding), fees and costs of collection. This Guarantee constitutes a guaranty of each payment when due (whether or not any proceeding under the Bankruptcy Code shall have stayed the accrual or collection of any of the GuarantorsObligations or operated as a discharge thereof) and not of collection. (2b) For value receivedEach Guarantor further agrees that, each if any payment made by the Borrower or any other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the Guarantors hereby fullyforegoing, unconditionally this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and absolutely guarantees (eacheffect, a “Guarantee”) to and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the Holders and to the Trustee the due and punctual payment obligations of any such Guarantor in respect of the principal ofamount of such payment. (c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, and premium, if any, and interest on upon the Securities and all other amounts due and payable under this Indenture and failure of the Securities by the Company, Borrower to pay any Obligation when and as such principal, premium, if any, and interest the same shall become due and payable, whether at the Stated Maturity stated maturity or earlier, by declaration reason of acceleration, call for redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, according each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the terms Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Securities and Administrative Agent as provided in this Indentureparagraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to the limitations set forth in Section 10.03Article VIII hereof. (3d) Failing payment when due As used herein, the term “Obligations” means all obligations of the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any amount guaranteed pursuant to proceeding under the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same Bankruptcy Code or any other circumstances which might otherwise constitute a legal bankruptcy, insolvency, receivership or equitable discharge other similar proceeding, and interest at the contract rate applicable upon default accrued or defense accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding) on, the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such seriesLoans when and as due, whether at the Stated Maturity stated maturity or earlier, by declaration reason of acceleration, call for redemption mandatory prepayment or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth otherwise in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company accordance herewith or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this IndentureLoan Document, (ii) any impairment, modification, release or limitation all reimbursement obligations (including payments in respect of reimbursement of disbursements and interest thereon) with respect to the Total LC Exposure and all obligations of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable Borrower under any of the terms and provisions of the Securities or this Indenture or of the time Loan Document to provide cash collateral for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereofLC Exposure, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except all other outstanding liabilities, obligations and indebtedness owing by complete performance of such Guarantee. Each of the Guarantors further agrees that if at Borrower to the Administrative Agent, any time all Lender, any Issuing Bank or any part other Indemnitee arising under the Credit Agreement or any other Loan Document, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any payment theretofore applied draft drawn thereunder, loan, guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any Person to its Guarantee isnote, guarantee or must beother instrument for the payment of money (including any such liabilities, rescinded obligations and indebtedness incurred after the commencement of any proceeding under the Bankruptcy Code or returned for any reason whatsoeverother bankruptcy, including, without limitation, the insolvency, bankruptcy receivership or reorganization other similar proceeding, regardless of the Company whether allowed or any of the Guarantors, allowable in such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeproceeding). (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1a) Notwithstanding any provision of this Article X Subject to the contrary, the other provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit ofTen, the Guarantor hereby guarantees to each Holder of a Guaranteed Series of Securities of any series designated(which Security has been authenticated and delivered by the Trustee), pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Series of Securities, or the obligations of the Issuer hereunder or thereunder, that: (1) the principal of, of and premium, if any, and interest on the Guaranteed Series of Securities will be promptly paid in full when due, whether at Maturity, or by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal of and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumGuaranteed Series of Securities, if any, if lawful, and interest shall become all other obligations of the Issuer to the Holders of Guaranteed Series of Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Guaranteed Series of Securities or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors Guarantor will be jointly and severally obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantees hereunder is intended to be a general, unsecured, senior obligation Guarantor under the Guaranteed Series of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteSecurities are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Series of Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Series of Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the GuarantorsGuarantor. Each of To the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or extent permitted by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affectinglaw, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and covenants that the benefit Guaranteed Series of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee Securities will not be discharged except by complete performance of such Guarantee. Each the obligations contained in the Guaranteed Series of Securities and this Indenture. (c) If any Holder or the Guarantors further agrees that if at Trustee is required by any time all court or otherwise to return to the Issuer, the Guarantor or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the GuarantorsIssuer or the Guarantor, any amount paid by either to the Trustee or such Guarantee shallHolder, the Guaranteed Series of Securities, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each The Guarantor agrees that it will not be entitled to any right of the Guarantors shall be subrogated subrogation in relation to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor pursuant further agrees that, to the provisions of this Indenture; providedextent permitted by applicable law, however, that such as between the Guarantor, shall not on the one hand, and the Holders of Guaranteed Series of Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be entitled to enforce accelerated as provided in Article Six hereof for the purposes of the Guaranteed Series of Securities, notwithstanding any stay, injunction or to receive other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any payments arising out of, or based upondeclaration of acceleration of such obligations as provided in Article Six hereof, such right obligations (regardless of subrogation until all whether due and payable) will forthwith become due and payable by the Guarantor for the purpose of the Securities Guaranteed Series of such series and the related Guarantees shall have been paid in full or dischargedSecurities.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received11, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustees and to the Trustee Trustees and the due Collateral Agent and punctual payment their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Agreements or the Obligations of the Company hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payableon, the Notes will be promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption or otherwise, according and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustees and the Collateral Agent hereunder or thereunder or under any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its obligations their Obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes, any Collateral Agreement or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Obligations contained in the Notes and this Indenture. (c) If any Holder, the Collateral Agent or a Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid to either the Trustee, the Collateral Agent or such Guarantee shallHolder, the Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Collateral Agent and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of the Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedNote Guarantee.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiumSpecial Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest shall become all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedNote Guarantee.

Guarantee. (1a) Notwithstanding any provision of this Article X to Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the contraryother Guarantors and severally, as primary obligor and not merely as surety, the provisions full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of this Article X relating acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Guarantors shall be applicable only toBorrower, whether now or hereafter existing, and inure solely whether due or to become due, including principal, interest (including interest accrued or accruing after the benefit of, the Securities commencement of any series designated, pursuant to Section 2.01, as entitled to the benefits proceeding under Title 11 of the related United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding), fees and costs of collection. This Guarantee constitutes a guaranty of each payment when due (whether or not any proceeding under the Bankruptcy Code shall have stayed the accrual or collection of any of the GuarantorsObligations or operated as a discharge thereof) and not of collection. (2b) For value receivedEach Guarantor further agrees that, each if any payment made by the Borrower or any other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the Guarantors hereby fullyforegoing, unconditionally this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and absolutely guarantees (eacheffect, a “Guarantee”) to and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the Holders and to the Trustee the due and punctual payment obligations of any such Guarantor in respect of the principal ofamount of such payment. (c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, and premium, if any, and interest on upon the Securities and all other amounts due and payable under this Indenture and failure of the Securities by the Company, Borrower to pay any Obligation when and as such principal, premium, if any, and interest the same shall become due and payable, whether at the Stated Maturity stated maturity or earlier, by declaration reason of acceleration, call for redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, according each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the terms Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Securities and Administrative Agent as provided in this Indentureparagraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to the limitations set forth in Section 10.03Article VIII hereof. (3d) Failing payment when due As used herein, the term “Obligations” means all obligations of the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any amount guaranteed pursuant to proceeding under the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same Bankruptcy Code or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, receivership or other similar proceeding affectingproceeding, and interest at the Company contract rate applicable upon default accrued or any accruing after the commencement of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viiiin each case regardless of whether allowed or allowable in such proceeding) on, the release Loans when and as due, whether at stated maturity or discharge earlier, by reason of the Company acceleration, mandatory prepayment or otherwise in accordance herewith or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, Loan Document and all demands whatsoever, (ii) acknowledges that all other outstanding liabilities, obligations and indebtedness owing by the Borrower to the Administrative Agent, any agreementLender or any other Indemnitee arising under the Credit Agreement or any other Loan Document, of every type and description (whether by reason of an extension of credit, loan, guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guarantee or other instrument or document evidencing its Guarantee may be transferred for the payment of money (including any such liabilities, obligations and that indebtedness incurred after the benefit of its obligations hereunder shall extend to each holder commencement of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of proceeding under the Guarantors further agrees that if at any time all Bankruptcy Code or any part of any payment theretofore applied by any Person to its Guarantee isother bankruptcy, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy receivership or reorganization other similar proceeding, regardless of the Company whether allowed or any of the Guarantors, allowable in such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeproceeding). (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, irrevocably, fully and unconditionally guarantees, as primary obligor and absolutely guarantees (eachnot merely as surety, to each Holder of a “Guarantee”) to Note authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of Issuer hereunder or thereunder, that: (1) the principal of, premium and premiumAdditional Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and all other obligations of Issuer to the Holders or the Trustee hereunder or thereunder (including interest shall become accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Issuer or a Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of the Guarantorsright to require a proceeding first against Issuer, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to Issuer, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, either Issuer or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor hereby agrees that any Guarantor that makes a payment on the obligations under the Guarantees shall be entitled, upon payment in full of all obligations under the Guarantees, to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. The provisions of this Section 10.01(e) shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders, and each Guarantor shall remain liable to the Trustee against and the Company in respect of any amounts paid Holders for the full amount guaranteed by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedhereunder.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premiumpremium on, if any, and interest on the Securities Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due and payable under this Indenture and interest on the Securities by the Companyoverdue principal of, when and as such principal, premiumpremium on, if any, and interest shall become on the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Subsidiary Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, obligations contained in the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, Notes and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedTen, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, fully and unconditionally, guarantees, on a “Guarantee”) senior unsecured basis, to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Securities Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal of and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and interest shall become all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees that its agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject Subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such each Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at obligations contained in the Notes and this Indenture. (c) If any time all Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Guarantee hereunder of the Guarantors, such Guarantee shallany Guarantor, to the extent that such payment is or must theretofore discharged, shall be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such series obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the related Guarantees Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full or dischargeda pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, on, and interest shall become due and payableinterest, if any, on the Notes will be promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption or otherwise, according and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is notcollection. (b) Other than as provided for in Article 8 and Article 10 hereof, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will not be discharged except pursuant to Article 8 or Article 10 or by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedGuarantee.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received9, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, interest and interest Additional Interest, if any, on, the Notes shall become due and payablebe promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption or otherwise, according and interest on the overdue principal of, premium, if any, interest, and Additional Interest, if any, on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject whether at stated maturity, by acceleration or otherwise. If the Company fails to the limitations set forth in Section 10.03. (3) Failing payment make payments when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its obligations their Obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or extent permitted by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Note Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, the Note Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article 5 of the Base Indenture (as amended hereby) for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such series obligations as provided in Article 5 of the Base Indenture (as amended hereby), such obligations (whether or not due and payable) shall forthwith become due and payable by the related Guarantees Guarantors for the purpose of this Note Guarantee. The Guarantors shall have been paid in full or dischargedthe right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiumLiquidated Damages, if any, and interest on the Securities Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal of and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest shall become all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedNote Guarantee.

Guarantee. (1) Notwithstanding any provision 10.1 In consideration of this Article X the Purchaser making the Offer, the Guarantor irrevocably and unconditionally guarantees to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and Purchaser punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any Seller of all of the Guarantors of Seller’s obligations pursuant to this letter and undertakes to the Purchaser that: (a) whenever the Seller does not pay any amount when due pursuant to or in connection with this letter, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (b) whenever the Seller fails to perform any other obligations pursuant to this letter, the Guarantor shall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction of) that obligation; and (c) agrees as principal debtor and primary obligor to indemnify the Purchaser against all losses and damages sustained by it flowing from any non-payment or default of any kind by the Seller under or arising out pursuant to this letter, so that the same benefits are conferred on the Purchaser as it would have received if such obligation had been performed and satisfied by the Seller. 10.2 This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Seller pursuant to this letter, regardless of any such terms and provisions intermediate payment or discharge in whole or in part. 10.3 Save to the extension or extent provided in paragraph 10.4 the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation obligations of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee Guarantor will not be discharged except by complete performance of such Guarantee. Each or affected by: (a) any time, waiver or consent granted to the Seller or any other person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller pursuant to this letter; (c) the insolvency (or similar proceedings) of the Guarantors further agrees that if at Seller, any time all incapacity or lack of power, authority or legal personality of the Seller or change in control, ownership or status of the Seller; (d) any part unenforceability or invalidity of any payment theretofore applied by obligation of the Seller; or (e) any Person amendment to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitationthis letter. 10.4 For the avoidance of doubt, the insolvency, bankruptcy or reorganization Guarantor shall have no liability under this paragraph 10 in respect of any liability of the Company or any of the Guarantors, such Guarantee shall, Seller pursuant to this letter to the extent that such payment liability is amended or must be rescinded or returned, be deemed to have continued varied in existence notwithstanding such applicationaccordance with paragraph 11.1, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company Guarantor’s obligations under this paragraph 10 in respect of any amounts paid such obligation or liability as it subsists following such amendment, variation or waiver shall be determined by reference to such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce obligation as so amended or to receive any payments arising out ofvaried, or based upon, such right of subrogation until all taking account of the Securities of extent to which such series and the related Guarantees shall have obligation or liability has been paid in full or dischargedso waived.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedThirteen, each of the Guarantors hereby fullyagrees, jointly and severally, to unconditionally guarantee to each Holder of a Security authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premiuminterest, if any, and interest on on, the Securities will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption, purchase or otherwise, and (b) all other amounts due and payable obligations of the Company to the Holders or the Trustee under this the Indenture and the Securities by will be fully and punctually performed within the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations grace period set forth in Section 10.03. (3) 6.01(c), if applicable. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Subsidiary Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guaranteethe obligations contained in the Securities and this Indenture. Each of If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Subsidiary Guarantee, to the extent that such payment is or must be rescinded or returnedtheretofore discharged, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders reinstated in full force and the Trustee against the Company in respect of any amounts paid by such effect. Each Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders of Securities in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such series obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the related Guarantees purpose of this Subsidiary Guarantee. The Guarantors shall have been paid in full or dischargedthe right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally Guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (1) the principal of, and premiumpremium on, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premiumAdditional Interest, if any, and interest shall become due and payableon, the Notes will be promptly paid in full when due, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption or otherwise, according and interest on the overdue principal of, premium on, if any, interest and Additional Interest, if any, on, the Notes, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount guaranteed pursuant to the related Guarantee, so Guaranteed or any performance so Guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right Guarantee of payment with all general unsecured Debt and not a Guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuers, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuers, any of right to require a proceeding first against the GuarantorsIssuers, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, either the Issuers or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, any amount paid by any of them to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedNote Guarantee.

Guarantee. (1) Notwithstanding any provision The Guarantor hereby unconditionally guarantees to each Holder of this Article X to the contrarya Security, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of, and premium, premium (if any, ) and interest on such Security and the Securities and all other amounts due and payable under this Indenture and punctual payment of any sinking fund payments provided for pursuant to the Securities by the Company, terms of such Security when and as such principal, premium, if any, and interest the same shall become due and payable, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption or otherwise, according to in accordance with the terms of the Securities such Security and of this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each . In case of the Guarantors will failure of the Company punctually to make any such principal, premium (if any), interest, or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be jointly made punctually when and severally obligated to pay as the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor shall become due and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such seriespayable, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted and as if such payment were made by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Company. The Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The hereby agrees that its obligations of each of the Guarantors under this Article X hereunder shall be as aforesaid fullif it were principal debtor and not merely surety, unconditional and shall be absolute and shall not be impairedunconditional, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification irrespective of, or any change inand unaffected by, any invalidity, irregularity or unenforceability of the obligations and liabilities any Security of the Company or any of the Guarantors contained in the Securities series or this Indenture, (ii) any impairment, modification, release failure to enforce the provisions of any Security of any series or limitation of the liability of the Companythis Indenture, any waiver, modification or indulgence granted to the Company with respect thereto by the Holder of any Security of any series or the Guarantors or any of their estates in bankruptcyTrustee, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) circumstance which might may otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each ; provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the consent of the Guarantors Guarantor increase the principal amount of a Security or the interest rate thereon or change the currency of payment with respect to any Security, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or acceleration of the maturity thereof pursuant to Section 502, or increase any premium payable upon redemption thereof or increase any sinking fund payment required under such Security. The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency merger or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of the Guarantors, a Security issued under this Indenture and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will not be discharged with respect to any Security except by complete performance of such Guarantee. Each payment in full of the Guarantors further agrees that principal of, premium (if any) and interest, if any, thereon. If at any time all or any part of any payment theretofore applied by any Person to its Guarantee isof principal of, premium (if any) and interest on such Security is rescinded or must be, rescinded be otherwise restored or returned for any reason whatsoever, including, without limitation, upon the insolvency, bankruptcy or reorganization of the Company or any Company, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as of the Guarantorsdate of such rescission, such Guarantee shall, to the extent that such payment is restoration or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, return as though such application payment had become due but had not been mademade at such time. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1a) Notwithstanding any provision of this Article X XI to the contrary, the provisions of this Article X XI relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Subsidiary Guarantors. (2b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.0311.03. (3c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior unsecured obligation of the related Subsidiary Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly be subordinated in right of payment to all unsecured and unsubordinated Debt of such GuaranteeSubsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Securities, its Guarantee, the Guarantee of any other Subsidiary Guarantor or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Subsidiary Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. (4d) The obligations of each of the Subsidiary Guarantors under this Article X XI shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Subsidiary Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Subsidiary Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6f) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Subsidiary Guarantor pursuant to the provisions of this Indenture; provided, however, that such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received11, each of the Guarantors hereby fullyhereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee, the Collateral Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the Security Documents or the obligations of the Partnership hereunder or thereunder, that: (1) the principal of, and premiumpremium or interest, if any, on, the Notes will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Companyoverdue principal of, when and as such principal, premiumor premium or interest, if any, on, the Notes, if lawful, and interest shall become all other obligations of the Partnership to the Holders, the Collateral Trustee or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuers, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuers, any of right to require a proceeding first against the GuarantorsIssuers, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Note Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, either the Issuers or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, any amount paid by any of them to the Trustee or such Guarantee shallHolder, this Note Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Collateral Trustee and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Note Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedNote Guarantee.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedTen, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, fully and unconditionally, guarantees, on a “Guarantee”) senior unsecured basis, to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Securities Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal of and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and interest shall become all other obligations of the Company to the Holders or the Trustee under the Notes or this Indenture will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees that its agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject Subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such each Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at obligations contained in the Notes and this Indenture. (c) If any time all Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Guarantee hereunder of the Guarantors, such Guarantee shallany Guarantor, to the extent that such payment is or must theretofore discharged, shall be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such series obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the related Guarantees Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full or dischargeda pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to 10, from and after the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedIssue Date, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a “Guarantee”) to Note authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest all other Obligations of the Issuers to the Holders or the Trustee (acting in any capacity) hereunder or under the Notes shall become be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediatelypromptly. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated collection. All payments under each Guarantee will be made in right of payment to such Guaranteedollars. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company Issuer or any Guarantorthe Co-Issuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances guarantor (other than payment in full or discharge of all amounts guaranteed pursuant of the Obligations of the Issuers hereunder or under the Notes). Each Guarantor hereby waives, to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Issuer or the Co-Issuer, any of right to require a proceeding first against the GuarantorsIssuers, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance full payment of such Guaranteethe obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each of Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee (acting in any capacity) or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, either the Issuers or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, then any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent that permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment is based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or must against the Issuer or the Co-Issuer for liquidation, reorganization, should the Issuer or the Co-Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be rescinded appointed for all or returned, be deemed to have continued in existence notwithstanding such applicationany significant part of the Issuer’s or the Co-Issuer’s assets, and such Guarantee shall shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be subrogated a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and premiumLiquidated Damages, if any, and interest on the Securities Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other amounts due interest on the overdue principal of and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest shall become all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteare unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Subsidiary Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of either the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Subsidiary Guarantee, to the extent that such payment is or must theretofore discharged, will be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors shall be subrogated for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders and under the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedSubsidiary Guarantee.

Guarantee. (1a) Notwithstanding any provision of this Article X to the contraryThe Guarantors hereby absolutely, the provisions of this Article X relating to the Guarantors shall be applicable only tounconditionally and irrevocably guarantee, jointly and severally, as principal obligors, and inure solely not merely as sureties, to Purchaser and its successors and permitted assigns, all Liabilities of the benefit ofSellers to Purchaser arising out of or related to this Agreement, including the Securities indemnification obligations of the Company pursuant to Article VIII. Each Guarantor reserves the right to assert defenses that the applicable Seller may have or have had to payment or performance of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each obligations guaranteed hereunder. The foregoing obligation of the Guarantors hereby fully, unconditionally constitutes a continuing guaranty of payment and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal ofperformance, and premium, if anynot of collection, and interest on the Securities is and shall be absolute and unconditional under any and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securitiescircumstances, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which that might otherwise constitute a legal or equitable discharge of a surety or guarantor. The obligation of the Guarantors hereunder shall not be discharged, impaired or otherwise affected by the failure of Purchaser to assert any claim or demand against a Seller or to enforce any remedy hereunder, but shall be reduced by any amount paid by a Seller relating to an obligation guaranteed by the Guarantors hereunder. (5b) Each The Guarantors have the requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Guarantors of this Agreement and the consummation by the Guarantors of the Guarantors transactions contemplated hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in have been duly and validly authorized by all requisite entity action on the event of the merger, insolvency or bankruptcy of the Company or any part of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument no other entity proceedings or document evidencing its Guarantee may be transferred and that approvals on the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each part of the Guarantors further agrees that if at any time all are necessary in connection with the execution, delivery and performance of this Agreement or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization consummation of the Company or any transactions contemplated hereby. This Agreement has been duly executed and delivered by the Guarantors and, assuming the due authorization, execution and delivery hereof by each other Party, constitutes the legal, valid and binding obligation of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of enforceable against the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedaccordance with its terms.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received11, each of the Guarantors hereby hereby, jointly and severally, fully, unconditionally and absolutely guarantees (eachirrevocably guarantees, as a “Guarantee”) primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, interest and interest shall become due and payableAdditional Interest, if any, on the Notes will be promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption or otherwise, according and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this Subsidiary Guarantee is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt obligation of such Guarantor that and it is not, by its terms, expressly subordinated in right a guarantee of payment to such Guaranteeand not a guarantee of collection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa guarantor. Each of the Guarantors Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Subsidiary Guarantee will shall not be discharged except by complete performance of such Guaranteethe obligations contained in the Notes and this Indenture. Each of the Guarantors further agrees Guarantor hereby expressly waives all statutory suretyship defenses that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoeverit may waive under applicable law, including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the insolvencyamount stated above, bankruptcy any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or reorganization any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the GuarantorsCompany’s or any other Guarantor’s assets, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment or performance had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the Guarantors remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be subrogated a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Debt of such Guarantor, if any. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1) Notwithstanding any provision 22.1 In consideration of the Seller entering into this Article X Sale and Purchase Agreement, the Guarantor unconditionally and irrevocably guarantees to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee Seller the due and punctual payment performance of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities Liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations Buyer under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; providedSale and Purchase Agreement (as any of such obligations and liabilities may from time to time be varied, howeverextended, increased or replaced) that are to be satisfied, performed or discharged prior to or upon the Completion Date (the Guaranteed Obligations) and undertakes to keep the Seller fully indemnified against all Liabilities and Losses, which it may suffer or incur as result of any failure or delay by the Buyer in the performance of the Guaranteed Obligations. 22.2 If any Guaranteed Obligations is not or ceases to be valid or enforceable against the Buyer (in whole or in part) on any ground whatsoever (including, but not limited to, any defect in or want of powers of the Buyer or irregular exercise of such Guarantorpowers, or any lack of authority on the part of any person purporting to act on behalf of the Buyer, or any legal or other limitation, disability or incapacity, or any change in the constitution of, or any amalgamation or reconstruction of, or the liquidation, administration or insolvency of, the Buyer), the Guarantor shall nevertheless be liable to the Seller in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Guarantor were the principal debtor in respect thereof. 22.3 The liability of the Guarantor under this guarantee shall not be entitled discharged or affected in any way by: 22.3.1 the Seller compounding or entering into any compromise, settlement or arrangement with the Buyer, any co-guarantor or any other person; or 22.3.2 any variation, extension, increase, renewal, determination, release or replacement of this Sale and Purchase Agreement, whether or not made with the consent or knowledge of the Guarantor; or 22.3.3 the Seller granting any time, indulgence, concession, relief, discharge or release to the Buyer, any co-guarantor or any other person or releasing, giving up, agreeing to any variation, renewal or replacement of, releasing, abstaining from or delaying in taking advantage of or otherwise dealing with any securities from or other rights or remedies which it may have against the Buyer, any co-guarantor or any other person; or 22.3.4 any other matter or thing which, but for this provision, might exonerate or affect the liability of the Guarantor. 22.4 The Seller shall not be obliged to take any steps to enforce any rights or remedy against the Buyer or any other person before enforcing this guarantee. 22.5 This guarantee is in addition to receive any payments arising out ofother security or right now or hereafter available to the Seller and is a continuing security notwithstanding any liquidation, administration, insolvency or based uponother incapacity of the Buyer or the Guarantor. 22.6 Until the full and final discharge of the Guaranteed Obligations, such right of subrogation until the Guarantor: 22.6.1 waives all of its rights of subrogation, reimbursement and indemnity against the Securities Buyer and all rights of contribution against any co-guarantor and agrees not to demand or accept any security from the Buyer or any co-guarantor in respect of any such series rights and not to prove in competition with the related Guarantees Seller in the bankruptcy, liquidation or insolvency of the Buyer or any such co-guarantor; and 22.6.2 agrees that it will not claim or enforce payment (whether directly or by set-off, counterclaim or otherwise) of any amount which may be or has become due to the Guarantor by the Buyer, any co-guarantor or any other person liable to the Seller in respect of the obligations hereby guaranteed if and so long as the Buyer is in default under this Sale and Purchase Agreement. 22.7 If this guarantee is discharged or released in consequence of any performance by the Buyer of any Guaranteed Obligations which is set aside for any reason, this guarantee shall have been paid be automatically reinstated in full or dischargedrespect of the relevant obligations. Subject only thereto, this guarantee shall for all purposes automatically terminate upon the performance and discharge of the Guaranteed Obligations on the Completion Date.

Guarantee. (1) Notwithstanding any provision Subject to the terms of this Article X to the contraryArticle, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors Guarantor hereby fully, unconditionally and absolutely irrevocably guarantees (eachto each Holder of a Security authenticated and delivered by the Trustee, a “Guarantee”) to the Holders and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium(including any Additional Interest), if any, on the Securities of such series when and interest as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according and as if such payment were made by the Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the terms Holder of the Securities and this IndentureSecurity or to a Paying Agent, subject to or by causing the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated Company to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment amount to such GuaranteeHolder or a Paying Agent. Each of the Guarantors The Guarantor hereby agrees that its payment obligations hereunder shall be fullabsolute and unconditional irrespective of, unconditional and absoluteshall be unaffected by, irrespective any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities such Security or this Indenture, the absence of any action failure to enforce the same, any waiver provisions of such Security or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantorthis Indenture, or any action waiver, modification or indulgence granted to enforce the same Company with respect thereto (except that the Guarantor will have the benefit of any waiver, modification or indulgence granted to the Company in accordance with this Indenture), by the Holder of such Security or the Trustee or any other circumstances circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the Guarantors. Each foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors Guarantor, increase the principal amount of such Security, or increase the interest rate thereon (including any Additional Interest), or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the payment obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that that, in the event of a default in payment of the principal ofprincipal, or premium, if any, or interest interest, if any, on the Securities of such seriesany Security, whether at the its Stated Maturity or Maturity, by declaration of acceleration, call for redemption redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of the Holders orsuch Security, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such the Guarantor to enforce such this Guarantee without first proceeding against the Company or any other Guarantor. (4) Company. The obligations of each of the Guarantors under this Article X Guarantor hereunder with respect to any Security shall be as aforesaid full, unconditional continuing and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification irrevocable until the date upon which the entire principal of, or any change inpremium, any of the obligations if any, and liabilities of the Company or any of the Guarantors contained in the Securities or this Indentureinterest (including Additional Interest), (ii) any impairmentif any, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcyon such Security has been, or any remedy for has been deemed pursuant to the enforcement thereof, resulting from the operation provisions of any present or future provision Article Seven of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedieshave been, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment paid in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guaranteedischarged. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors The Guarantor shall be subrogated to all rights of the Holders and of the Trustee Securities upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Guarantor Securities pursuant to the provisions of its Guarantee or this Indenture; provided, however, that such Guarantor, 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 premium, if any, and interest, if any, on all of the Securities of such series issued hereunder which then are due and the related Guarantees payable shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or dischargedagainst the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's property and assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any such payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received10, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a “Guarantee”) to Note authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall become be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediatelypromptly. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances guarantor (other than payment in full or discharge of all amounts guaranteed pursuant of the Obligations of the Issuer hereunder or under the Notes). Each Guarantor hereby waives, to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, then any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Guarantors further agrees that if at Holders under the Guarantees. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any time petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any payment theretofore applied by any Person to its Guarantee isthe Issuer’s assets, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be subrogated a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to 10, from and after the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedIssue Date, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely guarantees (eachseverally, irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a “Guarantee”) to Note authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, on the Notes of each series shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes of each series, if any, if lawful, and interest all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall become be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediatelypromptly. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances guarantor (other than payment in full or discharge of all amounts guaranteed pursuant of the Obligations of the Issuer hereunder or under the Notes of each series). Each Guarantor hereby waives, to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred whatsoever and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will shall not be discharged except by complete performance full payment of such Guaranteethe obligations contained in the Notes of each series and this Indenture or by release in accordance with the provisions of this Indenture. Each of Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, either the Issuer or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, then any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent that permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment is based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or must against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be rescinded appointed for all or returned, be deemed to have continued in existence notwithstanding such applicationany significant part of the Issuer’s assets, and such Guarantee shall shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such application payment had not been made. (6) Each . In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guarantors remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be subrogated a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to all rights of the Holders and the Trustee against the Company be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce kind or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargednature.

Guarantee. (1) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received16, each of the Guarantors hereby fullyhereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and absolutely guarantees (each, a “Guarantee”) to delivered by the Holders Trustee and to the Trustee and its successors and assigns the due and punctual payment Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and premium, premium (if any) and interest on the Notes will be promptly paid in full when due, whether at the Maturity Date, by acceleration, or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and interest on the Securities by the Company, when and as such principal, premiumNotes, if any, if lawful, and interest shall become all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or Date, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) . Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guaranteecollection. Each of the The Guarantors hereby agrees agree that its their obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any GuarantorIssuer, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of Guarantor hereby waives, to the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or extent permitted by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guaranteethe obligations contained in the Notes and this Indenture. Each of If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person custodian, trustee, liquidator or other similar official acting in relation to its Guarantee is, either the Issuer or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Guarantee, to the extent that such payment is or must be rescinded or returnedtheretofore discharged, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors shall be subrogated to all rights of the Holders reinstated in full force and the Trustee against the Company in respect of any amounts paid by such effect. Each Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such series obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the related Guarantees Guarantors for the purpose of this Guarantee. If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates any Note hereunder, this Guarantee shall have been paid be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in full or dischargedthis Indenture on behalf of the Guarantors.

Guarantee. (1) Notwithstanding any provision of this Article X Guarantor hereby absolutely and unconditionally guarantees to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee Buyer the due and punctual payment and performance by each Seller of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Seller’s obligations under the Sale Agreement (the “Guaranteed Obligations”); provided, however, that Guarantor shall not be liable to make any payment until three Business Days following receipt by Guarantor of written notice from the Buyer that a payment of an amount is not, by its terms, expressly subordinated in right of payment to such Guaranteedue under the Sale Agreement. Each of the Guarantors hereby Guarantor agrees that its obligations hereunder shall not be fulllimited, unconditional and absolutealtered, modified or impaired in any way, irrespective of the validity, regularity or enforceability of the Securities Sale Agreement, any change in or this Indentureamendment thereto, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Buyer with respect to any provisions hereof or provision thereof, any other action, omission or occurrence or circumstance whatsoever which may in any manner or to any extent vary the recovery risk or effect discharge of any judgment against the Company Guarantor hereunder as a matter of law or any Guarantor, or any action to enforce the same otherwise or any other circumstances occurrence or circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the Guarantors. Each defense of payment or performance in full of such obligation or that such obligation is not due and owing in accordance with the express terms of the Guarantors hereby agrees that Sale Agreement) and this Guarantee shall in the event no way be conditioned or contingent upon any obligation of a default in payment of the principal of, Buyer to collect from or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited seek performance by any occurrence or condition whatsoever, including, without limitation, Seller; provided that (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification ofthe foregoing shall not constitute, or be interpreted as, a waiver by Guarantor of any change indefense with respect to the Guaranteed Obligations (other than a defense existing solely as a result of a Seller’s bankruptcy, any insolvency or similar proceeding under applicable Law, an “Insolvency Event”) that a Seller may have in respect of the Guaranteed Obligations and shall be limited to, and only have effect as, a waiver of suretyship defenses that Guarantor may have in respect of the Guaranteed Obligations, (ii) except to the extent that a Guaranteed Obligation is stayed or reduced as a result of an Insolvency Event in respect of a Seller, Guarantor’s obligations in respect of and liability for the Guaranteed Obligations shall be no greater than the obligations and liabilities of the Company or any relevant Seller in respect of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any courtsuch Guaranteed Obligations, (iii) the assertion nothing contained herein shall be deemed to constitute a waiver by Guarantor of presentment or exercise by the Company, any demand of the Guarantors payment or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure notice to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant Guarantor with respect to the related Guarantees) which might otherwise constitute a legal Sale Agreement and the obligations evidenced thereby or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) hereby. Guarantor covenants that its this Guarantee will not be discharged except by complete performance of such Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, obligations contained in the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationSale Agreement, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madein this Guarantee. (6) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or discharged.

Guarantee. (1) Notwithstanding any provision of this Article X to the contraryExcept as otherwise provided herein, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fullyjointly and severally and fully and unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on interest, if any, on, the Securities Notes and all other amounts due and payable obligations of the Company under this Indenture and Indenture, including all obligations hereunder of the Securities by Company to the CompanyTrustee, when and as such principal, premium, if any, and interest the same shall become due and payable, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption redemption, upon a repurchase date or otherwise, according to in accordance with the terms of the Securities Notes and of this Indenture, subject to the limitations set forth in Section 10.03. (3) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each . In case of the Guarantors will be jointly and severally obligated to pay the same immediately. Each failure of the Guarantees hereunder is intended Company punctually to be a generalmake any such payment, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees agree to cause such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturity or by acceleration, call for redemption, upon a repurchase date or otherwise, and as if such payment were made by the Company. The Guarantors agree that its obligations hereunder shall be full, unconditional absolute and absoluteunconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the samesame or any release (other than by operation of Article Thirteen), any amendment, waiver or consent by any Holder of the Securities with respect indulgence granted to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, the Guarantors or any action consent to enforce departure from any requirement of any other guarantee of all or any of the same Notes or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa surety or guarantor. Each of the The Guarantors hereby agrees waive the benefits of diligence, presentment, demand for payment, any requirement that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf or any of the Holders orprotect, secure, perfect or insure any security interest in or other lien on any property subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding thereto or exhaust any right or take any action against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, Person or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of paymentcollateral, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or any of notice with respect to the Guarantors, Notes or the Indebtedness evidenced thereby and all demands whatsoever, (ii) acknowledges and covenant that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its this Guarantee will not be discharged in respect of the Notes except by complete performance of the obligations contained in the Notes and in such GuaranteeGuarantee or the operation, as applicable, of Article Thirteen. Each The Guarantors agree that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect any principal of, or, interest or premium, if any, on, the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, the Guarantors further agrees agree to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The Guarantors shall be subrogated to all rights of the Holders of the Notes upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantors on account of the Notes pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payment arising out of, or based upon, such right of subrogation until the principal of, and premium, if at any, and interest, if any, on, all Notes issued hereunder shall have been paid in full. This Guarantee shall remain in full force and effect and continue to be effective should any time petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of any payment theretofore applied by any Person to its Guarantee isthe Company’s assets, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, such Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of the Notes, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such application payment or performance had not been made. (6) Each . In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of this Guarantee to the contrary notwithstanding, the aggregate amount of the Guarantors obligations guaranteed hereunder shall be subrogated reduced to all the extent necessary, to prevent this Guarantee from violating or becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or dischargedcreditors generally.

Guarantee. (1a) Notwithstanding any provision of Subject to this Article X to the contrary, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value receivedEleven, each of the Guarantors hereby fullyhereby, unconditionally jointly and absolutely severally, fully and unconditionally, guarantees (eachon a senior secured basis, to each Holder of a “Guarantee”) to Note authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Notes or the Obligations of the Co-Obligors hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payableinterest, on the Notes will be promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption or otherwise, according and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Co-Obligors to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the Securities and this Indentureextension or renewal, subject to the limitations set forth in Section 10.03. (3) whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the related Guarantee, or any performance so guaranteed for whatever reason, each of the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder Guarantor agrees that this is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right guarantee of payment with all general unsecured Debt and not a guarantee of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the collection. (b) The Guarantors hereby agrees agree that its obligations their Obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against either of the Company or any GuarantorCo-Obligors, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorsa Guarantor. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject Subject to Section 6.066.06 hereof, by the Holders, on the terms and conditions set forth in this Indenture, directly against such each Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any either of the GuarantorsCo-Obligors, any right to require a proceeding first against either of the Co-Obligors, protest, notice and all demands whatsoever, (ii) acknowledges whatsoever and covenant that any agreement, instrument or document evidencing its this Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Co-Obligors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Guarantors further agrees that if at any time all Co-Obligors or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, any amount paid by either to the Trustee or such Guarantee shallHolder, this Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returned, be deemed to have continued reinstated in existence notwithstanding such application, full force and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been madeeffect. (6d) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, agrees that such Guarantor, it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such series Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the related Guarantees Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have been paid the right to seek contribution from any non-paying Guarantor, in full or dischargeda pro rata amount based on the net assets of each Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The Obligations of each Guarantor under its Guarantee pursuant to this Article Eleven shall rank equally in right of payment with other existing and future Senior Indebtedness of each of the Guarantors, including the Term Loans, the Hedging Obligations and guarantees in respect thereof, and senior in right of payment to all existing and future Subordinated Indebtedness of the Guarantors. The Notes shall be Designated Senior Indebtedness for purposes of the Existing Notes.

Guarantee. (1) Notwithstanding any provision The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of this Article X to a Security authenticated and delivered by the contraryTrustee, the provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Guarantors. (2) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee on behalf of such Holder, the due and punctual payment of the principal ofof and any premium and Interest on and any Additional Amounts with respect to such Security and the due and punctual payment of any payments provided for pursuant to the terms of such Security and any Coupons appertaining thereto, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or repayment or otherwise, in accordance with the terms of such Security, any such Coupons and this Indenture, and premium, if any, and interest on the Securities any and all other amounts due and payable under this Indenture and the Securities owed by the Company, when and as such principalCompany to the Trustee or the Holders under the terms of this Indenture. This guarantee will not be discharged with respect to any Securities of any series or Coupons appertaining thereto except by payment in full of the principal thereof, premium, if any, and interest Interest thereon and all other amounts payable thereunder and under this Indenture with respect thereto. The Guarantor hereby expressly waives its right to require the Trustee or any Holder to pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under this guarantee. In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or repayment or otherwise, according and as if such payment were made by the Company. The Guarantor hereby agrees that any amounts to be paid by it hereunder shall be paid without deduction or withholding for or on account of any and all present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payment by the Government of the United States, or any state or other political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such tax, duty, assessment or charge shall at any time be required by or on behalf of the Government of the United States or any such state, political subdivision or taxing authority, the Guarantor shall pay such additional amount in respect of principal, premium, if any, and Interest, if any, as may be necessary in order that the net amounts paid to the terms Holder of a Security or the Trustee on behalf of the Securities Holder of such Security, as the case may be, pursuant to this guarantee after such deduction or withholding shall not be less than the amount provided for in such Security to be then due and this Indenture, payable; except that no such additional amount shall be payable in respect of any Security to any Holder (a) who is subject to such tax, duty, assessment or governmental charge in respect of such Security by reason of his being connected with the limitations set forth in Section 10.03. United States otherwise than merely by the holding or ownership of such Security, or (3b) Failing payment when due of any amount guaranteed pursuant to who is not dealing at arm's length with the related Guarantee, for whatever reason, each Guarantor (within the meaning of the Guarantors will be jointly and severally obligated Internal Revenue Code as amended from time to pay the same immediatelytime). Each of the Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related The Guarantor and will rank pari passu in right of payment with all general unsecured Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be fullas if it were principal debtor and not merely surety, unconditional and absoluteshall be absolute and unconditional, irrespective of the validity, regularity or enforceability of the Securities any Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Securities Trustee with respect to any provisions hereof thereof or thereofof this Indenture, the recovery obtaining of any judgment against the Company or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives the Guarantors. Each benefits of the Guarantors hereby agrees that in the event of a default in payment of the principal ofdivision and discussion, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Company or any other Guarantor. (4) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (5) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or notice with respect to any of Security or the Guarantors, indebtedness evidenced thereby and all demands whatsoever, and covenants that no guarantee (iiincluding any Guarantee endorsed on a Security) acknowledges that any agreement, instrument or document evidencing its Guarantee may will be transferred and that the benefit of its obligations hereunder shall extend to each holder discharged in respect of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged Security except by complete performance of the obligations contained in such GuaranteeSecurity and in this guarantee. Each The Guarantor hereby agrees that, in the event of the Guarantors further agrees that a default in payment of principal (or premium, if at any) or Interest, if any, on or Additional Amounts with respect to any time all Security, or any part of a default in any payment theretofore applied referred to therein, legal proceedings may be instituted by any Person to its Guarantee isthe Trustee on behalf of, or must be, rescinded or returned for any reason whatsoever, including, without limitationby, the insolvencyHolder of such Security, bankruptcy or reorganization of on the Company or any of terms and conditions set forth in this Indenture, directly against the Guarantors, such Guarantee shall, Guarantor to enforce this guarantee without first proceeding against the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (6) Each of the Guarantors Company. The Guarantor shall be subrogated to all rights of the Holders and of the Trustee Securities of a particular series against the Company in respect of any amounts paid by the Guarantor on account of such Guarantor Securities pursuant to the provisions of this guarantee or this Indenture; provided, however, that such Guarantor, 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, any premium and Interest on, and Additional Amounts with respect to, all of the Securities of such series and the related Guarantees issued hereunder shall have been paid in full or dischargedfull.