Common use of Guarantee Clause in Contracts

Guarantee. Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent and to the Trustee and 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, and interest, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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. 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10subsection (b), from below, and after subject to the consummation provisions of Section 1109, the Transactions, each of the Guarantors hereby, jointly Guarantor hereby irrevocably and severally, unconditionally guarantees on a senior basis (such guarantee being the "Guarantee") to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, Indenture and the Notes or the obligations of the Issuer hereunder or thereunderSecurities hereunder, that: (ai) the principal of, and interest, premium and Special Interestpremium, if any, and interest on the Notes shall Securities promptly will be promptly paid in full when due, whether at maturitythe maturity or Interest Payment Date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, and interest, if any, of the Securities, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (bii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due by the Issuer when due Company of any amount so guaranteed for whatever reason, the Guarantors Guarantor shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities 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 Company or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer or the GuarantorsCompany, any amount paid either by the Company to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The 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 is guaranteed hereby. Each . (b) It is the intention of the Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and Company that the Trustee, on the other hand, (x) the maturity obligations of the Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if 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 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 guaranteed hereby, and (y) of the Guarantor under the Guarantee shall be reduced by such court if such reduction would result in the event of any declaration of acceleration avoidance of such obligations annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as provided in Article 6 hereof, is strictly necessary to reach such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose result. For purposes of this Guarantee. 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 Guarantors Guarantor shall have the right be subrogated to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the all rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor Company in respect of its any amounts paid by Guarantor pursuant to the provisions of the Guarantee or this Indenture; provided, however, that the Guarantor shall not be made without set-offentitled to enforce or to receive any payments arising out of, counterclaimor based upon, reduction or diminution such right of any kind or naturesubrogation until the principal of, premium, if any, and interest on all Securities issued hereunder shall have been paid in full.

Guarantee. Subject to this Article 10, from The Guarantor hereby unconditionally and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally irrevocably guarantees on a senior basis to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenturesuch Holder, the Notes or the obligations due and punctual payment of the Issuer hereunder or thereunder, that: (a) the principal of, and interestpremium, premium if any, and Special Interestinterest and Additional Amounts, if any, on such Security when and as the Notes same shall be promptly paid in full when duebecome due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, redemption call for redemption, or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the extension or renewalGuarantor 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 stated maturitythe Stated Maturity or by declaration of acceleration, by acceleration call for redemption or otherwise. Failing , and as if such payment were made by the Issuer when due Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of any amount so guaranteed for whatever reasonthe required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Guarantors shall be jointly and severally obligated 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 subordinated obligation of the same immediatelyGuarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall be unconditionalabsolute and unconditional irrespective of, irrespective and shall be unaffected by, any invalidity, irregularity or unenforceability of the validitysuch Security or this Indenture, regularity or enforceability of this Indenture or the Notes, 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 the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Obligations Guarantor, increase the principal amount of such Security, or increase the Issuer hereunder 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 under payable upon a declaration of acceleration or the Notes)maturity thereof pursuant to Article Eight of this Indenture. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of 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 IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee shall will not be discharged in respect of any Security except by complete performance of the obligations contained in the Notes 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, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by release declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in accordance with the provisions of this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. Each The Guarantor also agrees 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 Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, the Guarantor will pay any to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees) incurred remedies been permitted to be exercised by the Trustee or any Holder of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court full or otherwise discharged. The Guarantor shall be subrogated to return all rights of the 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 Security pursuant to the Issuerprovisions of its Guarantee or this Indenture; provided, however, that 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 enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatprincipal of, as between the Guarantorsand premium, if any, and interest, if any, 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 all Securities issued hereunder 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 the Guaranteesbeen paid in full. Each This Guarantee shall remain in full force and effect and continue to be effective should notwithstanding any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer become Company becoming insolvent or make making an assignment for the benefit of creditors or should a receiver or trustee be being appointed for all or any significant part of the Issuer’s Company's assets, and 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 and performance of the Notes areany 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 obligee on the Notes or GuaranteesHolder 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 payment, or any part thereof, is rescinded, reduced, restored or returnedreturned on a Security, the Notes such Security shall, to the fullest extent permitted by law, be reinstated and deemed reduced paid 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10, from and after the consummation of the Transactions11, each of the Guarantors hereby, jointly and severally, fully, unconditionally guarantees on and irrevocably guarantees, as a senior basis primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of, and premium, if any, interest, premium and Special Interest, if any, on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall 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, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. The Subject to this Article 11, the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Subsidiary Guarantee 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 hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.0111.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, then 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 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 (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, 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 the Guaranteesthis 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 Issuer Company or any Guarantor for liquidation, liquidation or reorganization, should the Issuer 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 IssuerCompany’s or any other Guarantor’s assets, and 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 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 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. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be 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 be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10, from and after the consummation of the Transactions12, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal and Aggregate Accreted Principal Amount of, and interest, premium and Special Interest, if any, interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal and Aggregate Accreted Principal Amount of and premium and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall 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, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of Guarantor. To the Obligations of the Issuer hereunder and under the Notes). Each extent permitted by applicable law, each Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each To the extent permitted by applicable law, 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, to the extent permitted by applicable law (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 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 obligations as provided in Article 6 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. 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 of the Issuer’s Subsidiaries. Subject to this Article 10X, from and after the consummation of the TransactionsIssue Date, each of Restricted Subsidiary that guarantees or incurs certain Indebtedness, but only under the Guarantors herebyconditions described under Section 4.14, shall jointly and severally, fully and unconditionally guarantees on a senior basis guarantee to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder under this Indenture or thereunder, that: (a) the principal of, performance and interest, premium full and Special Interest, if any, on the Notes shall be promptly paid in full punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuer under this Indenture and interest on the overdue Notes, whether for payment of principal of and of, premium or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset 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, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 also agrees that it shall not be entitled to pay any right of subrogation 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 relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights 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 6 hereof 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 6 hereofVI, 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 Each Guarantor that makes a payment for distribution under its Guarantee shall have the right be entitled to seek a contribution from any non-paying each other Guarantor so long as the exercise in a pro rata amount based on adjusted net assets of such right does not impair the rights of the Holders under the Guaranteeseach Guarantor. Each 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, 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 the Issuer’s assets, and 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 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” 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, 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest, premium and Special Interest, if any, on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The . (b) Other than as provided for in Article 8 and Article 10 hereof, the Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall will not be discharged except pursuant to Article 8 or Article 10 or 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special Intereston, if any, and interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Subsidiary Guarantee shall will 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureSubsidiary Guarantee.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions11, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee, the Collateral Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Security Documents or the obligations of the Issuer Partnership hereunder or thereunder, that: : (a1) the principal of, and premium or interest, premium and Special Interest, if any, on on, the Notes shall will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, or premium or interest, if any, on, the Notes, if lawful, and all other Obligations obligations of the Issuer Partnership to the Holders Holders, the Collateral Trustee or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid either by any of them to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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 Holders, the Collateral Trustee and the Trustee, on the other hand, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the TransactionsTen, each of the Guarantors hereby, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior basis unsecured basis, to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (ai) the principal of, and interest, premium and Special Interestpremium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall or this Indenture will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Guarantee 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’ feesc) 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 IssuerCompany, the Guarantors any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantorsany Guarantor, any amount paid either by the Company or any Guarantor to the Trustee or such Holder, then this Guaranteethe Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall not be entitled to any 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 obligations guaranteed hereby may be accelerated as provided in Article 6 hereof 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 obligations as provided in Article 6 hereofSix, 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 Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a 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 Guarantees. Each Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall remain rank equally in full force right of payment with other existing and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit future senior Indebtedness of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assetssuch Guarantor, and 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 and performance senior in right 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect all existing and future Subordinated Indebtedness of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturesuch Guarantor.

Guarantee. Subject to this Article 10, from and after the consummation of the TransactionsIssue Date, each of the Guarantors hereby, jointly and severally, unconditionally guarantees irrevocably and unconditionally, guarantees, on a an unsecured senior basis basis, to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of, of and interest, premium interest and Special Interestpremium, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer Issuers to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performedfull, 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 that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. All payments under each Guarantee will be made in dollars. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer or the Co-Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer Issuers hereunder and or under the Notes). Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer or the Co-Issuer, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants that this Guarantee 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 IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, 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. 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 non-paying 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 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 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 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 appointed for all or any significant part of the Issuer’s or the Co-Issuer’s assets, and 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 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 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. In case any provision of any 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. The Guarantee issued by any Guarantor shall be 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 be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustees and to the Trustee Trustees and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the Collateral Agreements or the obligations Obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special Interestpremium, if any, on and interest on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer Company to the Holders or the Trustee Trustees and the Collateral Agent hereunder or thereunder or under the Notes shall any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations Obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the 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 Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations 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’ feesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, the Collateral Agent or the a Trustee is required by any court or otherwise to return to the IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid to either to the Trustee Trustee, the Collateral Agent or such Holder, then this the Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Collateral Agent and the Trustee, on the other hand, (x1) the maturity of the obligations 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 Obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this the Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. Subject to this Article 10(a) Each Guarantor hereby absolutely, from unconditionally and after the consummation of the Transactions, each of the Guarantors herebyirrevocably guarantees, jointly with the other Guarantors and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated as primary obligor and delivered by the Authentication Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenturenot merely as surety, the Notes or full and punctual payment when due and in the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when currency due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise 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 Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest on at the overdue principal 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 interest on costs of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Notes, if any, if lawful, and all other Obligations Bankruptcy Code shall have stayed the accrual or collection of any of the Issuer to the Holders Obligations or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof operated as a discharge thereof) and thereof; and not of collection. (b) in case of Each Guarantor further agrees that, if 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 or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment made by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same Borrower or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of Person and applied to the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligenceis at any time annulled, presentmentavoided, demand of paymentset aside, filing of claims with a court in the event of insolvency rescinded, invalidated, declared to be fraudulent or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 preferential or otherwise required to return to the Issuerbe refunded or repaid, 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 Guaranteethen, to the extent theretofore dischargedof 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 foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect. Each Guarantor agrees that it , and such prior cancellation or surrender shall not be entitled to any right of subrogation in relation to diminish, release, discharge, impair or otherwise affect the Holders in respect obligations of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each such 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, amount of such payment. (c) In furtherance of the foregoing and (y) not in the event limitation of any declaration other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of acceleration the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such obligations unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, 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 Article 6 VIII hereof. (d) 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 proceeding under 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) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document and (ii) all other outstanding liabilities, obligations and indebtedness owing by the Borrower to the Administrative Agent, any Lender 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 due and payable) shall forthwith become due and payable evidenced by the Guarantors any note, guarantee or other instrument for the purpose payment of this Guarantee. The Guarantors shall have money (including any such liabilities, obligations and indebtedness incurred after the right to seek contribution from commencement of any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders proceeding under the Guarantees. Each 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, 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 Bankruptcy Code or any significant part other bankruptcy, insolvency, receivership or other similar proceeding, regardless of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective whether allowed 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 allowable 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureproceeding).

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, irrevocably, fully and unconditionally guarantees on a senior basis guarantees, as primary obligor and not merely as surety, to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and 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: : (a1) the principal of, and interest, premium and Special Additional Interest, if any, on and interest on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer to the Holders or the Trustee hereunder or under thereunder (including interest accruing after the Notes shall 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 and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 by either to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 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. Each Guarantee 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 in full force liable to the Trustee and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment Holders for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and 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 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 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 full amount guaranteed 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturehereunder.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special Intereston, if any, and interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall will 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. 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis Guarantees to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: : (a1) the principal of, premium on, if any, and interest, premium interest and Special Additional Interest, if any, on on, the Notes shall will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, interest and Additional Interest, if any, on, the Notes, if lawful, and all other Obligations obligations of the Issuer Issuers to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid either by any of them to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed 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, (x1) the maturity of the obligations guaranteed 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 Guaranteed hereby, and (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Security, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indentureeach such Holder, the Notes or the obligations due and punctual payment of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interest, (if any, ) and interest on such Security and the Notes due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security when and as the same shall be promptly paid in full when duebecome due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of such Security and of this Indenture. In case of the extension failure of the Company punctually to make any such principal, premium (if any), interest, or renewalsinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise. Failing , and as if such payment were made by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyCompany. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validityof, regularity and unaffected by, any invalidity, irregularity or enforceability of this Indenture or the Notes, the absence unenforceability of any action Security of any series or this Indenture, any failure to enforce the sameprovisions of any Security of any series or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions hereof or thereof, the recovery Security of any judgment against series or the IssuerTrustee, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the consent of the Obligations 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 Issuer hereunder and maturity thereof pursuant to Section 502, or increase any premium payable upon redemption thereof or increase any sinking fund payment required under the Notes)such Security. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, 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 a Security issued under this Indenture and all demands whatsoever whatsoever, and covenants that this Guarantee shall will not be discharged with respect to any Security 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 thatthe principal of, as between the Guarantors, on the one hand, premium (if any) 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may beinterest, if any, thereon. If at any time any payment of principal of, premium (if any) and performance of the Notes are, pursuant to applicable law, interest on such Security is rescinded or reduced in amount, or must be otherwise be restored or returned by any obligee on upon the Notes insolvency, bankruptcy or Guaranteesreorganization of the Company, whether the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as a “voidable preference,” “fraudulent transfer” of the date of such rescission, restoration or otherwise, all return as though such payment or performance had become due but 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 made at 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturetime.

Guarantee. Subject In order to this Article 10, from and after induce the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis Lenders to each Holder of a Note authenticated and delivered by the Authentication Agent and extend credit to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureBorrowing Subsidiaries hereunder, the Notes or Company hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the obligations of the Issuer hereunder or thereunderdue and punctual payment and performance, that: (a) the principal of, when and interest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when as due, whether at maturity, by acceleration, redemption upon one or more dates set for prepayment or otherwise, of the Guaranteed 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 interest on 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 overdue principal Borrowing Subsidiaries of any of the Guaranteed Obligations, and interest on also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the NotesCompany 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, if lawfulheld for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on its books, in favor of the Borrowing Subsidiaries or any other person. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and all other Obligations shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Issuer to the Holders invalidity, illegality or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms unenforceability of the extension or renewal, whether at stated maturity, by acceleration Guaranteed Obligations or otherwise. Failing payment Without limiting the generality of the foregoing, the obligations of the Company hereunder shall not be discharged or impaired or otherwise affected by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective failure of the validity, regularity Administrative Agent or enforceability of this Indenture any Lender to assert any claim or the Notes, the absence of any action demand or to enforce the sameany remedy under this Agreement, any guarantee or any other agreement, by any waiver or consent modification of any provision thereof, by any Holder default, failure or delay, wilful or otherwise, in the performance of the Notes with respect Guaranteed Obligations, or by any other act or omission which may or might in any manner or to any provisions hereof extent vary the risk of the Company or thereofotherwise operate as a discharge of the Company as a matter of law or equity. To the extent permitted by applicable law, the recovery Company waives any defense based on or arising out of any judgment against defense available to the IssuerBorrowing Subsidiaries, including any action to enforce defense based on or arising out of any disability of the same Borrowing Subsidiaries, or the unenforceability of the Guaranteed Obligations or any other circumstance which might otherwise constitute a legal part thereof from any cause, or equitable discharge or defense the cessation from any cause of a guarantor (the liability of the Borrowing Subsidiaries, other than final payment in full of all the 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 other right or remedy available to them against the Borrowing Subsidiaries, or any security without affecting or impairing in any way the liability of the Obligations of the Issuer Company hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 the Guaranteed Obligations have been fully and effectfinally paid. Each Guarantor agrees that it shall not be entitled The Company waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation in relation to or other right or remedy of the Holders in respect of Company against the Borrowing Subsidiaries or any obligations guaranteed hereby until payment in full of all obligations guaranteed herebysecurity. Each Guarantor The Company 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) that its guarantee 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 and performance payment, or any part thereof, of the Notes are, pursuant to applicable law, principal of or interest on any Guaranteed Obligation is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on Lender upon the Notes bankruptcy or Guaranteesreorganization of any Borrowing Subsidiary or otherwise. In furtherance of the 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 as a “voidable preference,” “fraudulent transfer” at maturity, by acceleration, after notice of prepayment or otherwise, all as though such payment or performance had not been made. In the event that any payment Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any part thereofLender, is rescindedforthwith pay or cause to be 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, reduced, restored or returnedand the repayment in full of all amounts due under this Agreement, the Notes shallCompany hereby irrevocably waives and releases any and all rights of subrogation, indemnification, reimbursement and similar rights which it may have against or in respect of the Borrowing Subsidiaries at any time relating to the fullest extent permitted by lawGuaranteed Obligations, be reinstated and including all rights that would result in its being deemed reduced only by such amount paid and not so rescindeda “creditor” of the Borrowing Subsidiaries under the United States Code as now in effect or hereafter amended, reduced, restored or returned. In case any comparable provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturesuccessor statute.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions13, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special Interestinterest on (including, if anywithout limitation, on 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 shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, all fees, commissions, expense reimbursements, indemnifications and all other Obligations amounts due or to become due under Notes or the Indenture and all other obligations of the Issuer Company to the Holders or the Trustee hereunder hereunder, or under the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior basis unsecured basis, to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a1) the principal ofprincipal, and interest, premium and Special Interestpremium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or Holders, the Trustee or any Agent hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the any Subsidiary Guarantors shall be jointly and severally obligated to pay or perform the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture Indenture, or by release in accordance with pursuant to Section 10.06. (c) Each of the provisions of this Indenture. Each Guarantor Subsidiary Guarantors also agrees agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ feesfees 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, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder, then this 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 Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this any Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, 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 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 the 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 Issuer for liquidation, 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 the Issuer’s assets, and 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 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 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. . (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. . (h) Each payment to be made by a any Subsidiary Guarantor in respect of its a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any 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 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 Section 10.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to 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 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 received on or before such 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 date on which the related 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 limit or impair, by implication or otherwise, any Subsidiary Guarantor’s obligations under its Note Guarantee.

Guarantee. Subject to (a) Notwithstanding any provision of this Article 10XI to the contrary, from the provisions of this Article XI relating to the Subsidiary Guarantors shall be applicable only to, and after inure solely to the consummation benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the Transactionsrelated Guarantee of each of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby, jointly and severallyhereby fully, unconditionally and absolutely guarantees on (each, a senior basis “Guarantee”) to each Holder of a Note authenticated and delivered by the Authentication Agent Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interestpremium, 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 overdue principal of Securities and interest on all other amounts due and payable under this Indenture and the NotesSecurities by the Company, when and as such principal, premium, if any, if lawfuland interest shall become due and payable, and all other Obligations whether at the Stated Maturity or by declaration of the Issuer acceleration, call for redemption or otherwise, according to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of the extension or renewalSecurities and this Indenture, whether at stated maturity, by acceleration or otherwise. subject to the limitations set forth in Section 11.03. (c) Failing payment by the Issuer when due of any amount so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured obligation of the related Subsidiary Guarantor and will be subordinated in right of payment to all unsecured and unsubordinated Debt of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, its Guarantee, the Guarantee of any other Subsidiary Guarantor or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany or any Subsidiary Guarantor, or any action to enforce the same or any other circumstance 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 guarantor 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. (d) The obligations of each of the Subsidiary Guarantors under this Article 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. (e) Each of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor 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 IssuerCompany or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever 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 this its Guarantee shall will 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 Indenturesuch Guarantee. Each Guarantor also of the Subsidiary Guarantors further agrees to pay that if at any and time all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing part of any rights under this Section 10.01. If any Holder or the Trustee is required payment theretofore applied by any court Person to its Guarantee is, or otherwise to return to the Issuermust be, rescinded or returned for any reason whatsoever, including, without limitation, the Guarantors insolvency, bankruptcy or reorganization of the Company or any custodian, trustee, liquidator or other similar official acting in relation to either of the Issuer or the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder, then this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, shall be reinstated deemed to have continued 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 handexistence notwithstanding such application, 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 payment or performance application had not been made. In . (f) Each of 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 Subsidiary Guarantors shall be invalid, illegal or unenforceable, the validity, legality, and enforceability subrogated to all rights of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor Holders and the Trustee against the Company in respect of its Guarantee any amounts paid by such Subsidiary Guarantor pursuant to the provisions of this Indenture; provided, however, that such Subsidiary Guarantor, shall not be made without set-offentitled to enforce or to receive any payments arising out of, counterclaimor based upon, reduction such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or diminution of any kind or naturedischarged.

Guarantee. (a) Subject to the other provisions of this Article 10Ten, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally Guarantor hereby guarantees on a senior basis to each Holder of a Note Guaranteed Series of Securities (which Security has been authenticated and delivered by the Authentication Agent Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Guaranteed Series of Securities, or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of, of and interest, premium and Special Interestpremium, if any, and interest on the Notes shall Guaranteed Series of Securities will be promptly paid in full when due, whether at maturityMaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the NotesGuaranteed Series of Securities, if any, if lawful, and all other Obligations obligations of the Issuer to the Holders of Guaranteed Series of Securities, or the Trustee hereunder or under the Notes shall thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes Guaranteed Series of Securities or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityMaturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall 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. The Guarantors hereby agree that their . (b) To the extent permissible under applicable law, the obligations hereunder shall be of the Guarantor under the Guaranteed Series of Securities are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Series of Securities or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Guaranteed Series of Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of Guarantor. To the Issuer hereunder and under extent permitted by applicable law, the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall the Guaranteed Series of Securities will not be discharged except by complete performance of the obligations contained in the Notes Guaranteed Series of Securities 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’ feesc) 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 Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer or the GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, then this Guaranteethe Guaranteed Series of Securities, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) The Guarantor agrees that it shall 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 The Guarantor further agrees that, to the extent permitted by applicable law, as between the GuarantorsGuarantor, on the one hand, and the Holders of Guaranteed Series of Securities and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Guaranteethe Guaranteed Series of Securities, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such obligations (regardless of whether or not due and payable) shall will forthwith become due and payable by the Guarantors Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guaranteed Series of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureSecurities.

Guarantee. Subject For value received, 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 Article 10Guarantee is endorsed), from hereby absolutely, fully and after unconditionally and irrevocably guarantees to the consummation Holder of the TransactionsNote upon which this Guarantee is endorsed, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent and to the Trustee and its successors and assignson behalf of such Holder, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the due and punctual payment of the principal of, of and interest, premium and Special Interestinterest (and, if anyapplicable, the Redemption Price) on the Notes shall be promptly paid in full when duesuch Note, whether at maturity, the Stated Maturity or by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest on the Notessuch Note, if any, if lawful, and (c) the due and punctual payment of any and all other Obligations of the Issuer payments due to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performedHolder, all in accordance with the terms hereof of such Note and thereof; and (b) in of the Indenture. In case of the failure of the Company punctually to make any extension such payment of time of principal, premium, if any, or interest, if any, the Guarantor hereby agrees to cause any such payment or renewal of any Notes or any of such other obligations, to be made punctually when and as the same shall be promptly paid in full when become due or performed in accordance with the terms of the extension or renewaland payable, whether at stated maturitythe Stated Maturity or by declaration of acceleration, by acceleration call for redemption or otherwise. Failing , and as if such payment were made by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyCompany. Each The Guarantor hereby agrees that this is its obligations hereunder are a guarantee guaranty of payment and not a guarantee guaranty of collection. The Guarantors hereby agree that their obligations hereunder collection or performance and shall be unconditionalunconditional and absolute, irrespective of the validity, regularity or enforceability of this such Note or the Indenture or any limitation of the NotesCompany 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 Notes Trustee with respect to any provisions hereof thereof or thereofof the Indenture, the recovery obtaining of any judgment against the Issuer, Company or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee shall will not be discharged except by complete performance of the obligations contained in such Note and in this Guarantee. Without limiting the Notes generality of the foregoing, the Guarantor hereby agrees that 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 this Indenture shall not be subject to any reduction, limitation, impairment or by release in accordance with 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 part of any such amount, either pursuant to the provisions of this Indenture. Each Guarantor also agrees to pay 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 all costs and expenses (including reasonable attorneys’ fees) incurred that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder in enforcing of such Note to assert any rights claim or demand or to enforce any remedy under this Section 10.01. If the Indenture or such Note, any Holder other guarantee or the Trustee is required any other agreement, by any court waiver, amendment, indulgence 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 modification (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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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” material 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, 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 ) 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 by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Company or the Guarantor, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its assets, or the release of any property from the lien and security interest created by the Indenture or the Note or of any other security for the Note, or 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 endorsed. This Guarantee shall be invalid, illegal or unenforceable, governed by and construed in accordance with the validity, legality, and enforceability laws of the remaining provisions State of New York, without giving effect to the 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. This Guarantee shall not in be valid or obligatory for any way be affected or impaired thereby. Each payment to be made purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by a Guarantor in respect the Trustee under the Indenture by the manual signature of one of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureauthorized officers.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the TransactionsTen, each of the Guarantors hereby, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior basis unsecured basis, to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (ai) the principal of, and interest, premium and Special Interestpremium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Guarantee 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’ feesc) 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 IssuerCompany, the Guarantors any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantorsany Guarantor, any amount paid either by the Company or any Guarantor to the Trustee or such Holder, then this Guaranteethe Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall not be entitled to any 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 obligations guaranteed hereby may be accelerated as provided in Article 6 hereof 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 obligations as provided in Article 6 hereofSix, 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 Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a 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 Guarantees. Each Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall remain rank equally in full force right of payment with other existing and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit future senior Indebtedness of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assetssuch Guarantor, and 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 and performance senior in right 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect all existing and future Subordinated Indebtedness of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturesuch Guarantor.

Guarantee. Subject to this Article 10(a) Each Guarantor hereby absolutely, from unconditionally and after the consummation of the Transactions, each of the Guarantors herebyirrevocably guarantees, jointly with the other Guarantors and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated as primary obligor and delivered by the Authentication Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenturenot merely as surety, the Notes or full and punctual payment when due and in the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when currency due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise 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 Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest on at the overdue principal 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 interest on costs of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Notes, if any, if lawful, and all other Obligations Bankruptcy Code shall have stayed the accrual or collection of any of the Issuer to the Holders Obligations or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof operated as a discharge thereof) and thereof; and not of collection. (b) in case of Each Guarantor further agrees that, if 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 or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment made by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same Borrower or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of Person and applied to the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligenceis at any time annulled, presentmentavoided, demand of paymentset aside, filing of claims with a court in the event of insolvency rescinded, invalidated, declared to be fraudulent or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 preferential or otherwise required to return to the Issuerbe refunded or repaid, 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 Guaranteethen, to the extent theretofore dischargedof 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 foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect. Each Guarantor agrees that it , and such prior cancellation or surrender shall not be entitled to any right of subrogation in relation to diminish, release, discharge, impair or otherwise affect the Holders in respect obligations of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each such 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 amount 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, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the 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 Administrative Agent as provided in this paragraph, 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 Article VIII hereof. (d) As used herein, the term “Obligations” means all obligations guaranteed herebyof 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 proceeding under 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) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, (ii) 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 Borrower under any Loan Document to provide cash collateral for LC Exposure, and (yiii) in all other outstanding liabilities, obligations and indebtedness owing by the event Borrower to the Administrative Agent, any Lender, any Issuing Bank 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, opening or amendment of a letter of credit or payment of any declaration of acceleration of such obligations as provided in Article 6 hereofdraft drawn thereunder, such obligations 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 due and payable) shall forthwith become due and payable evidenced by the Guarantors any note, guarantee or other instrument for the purpose payment of this Guarantee. The Guarantors shall have money (including any such liabilities, obligations and indebtedness incurred after the right to seek contribution from commencement of any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders proceeding under the Guarantees. Each 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, 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 Bankruptcy Code or any significant part other bankruptcy, insolvency, receivership or other similar proceeding, regardless of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective whether allowed 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 allowable 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureproceeding).

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special Interest, if any, on and interest on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. Subject 10.1 In consideration of the Purchaser making the Offer, the Guarantor irrevocably and unconditionally guarantees to the Purchaser punctual performance by the Seller of all of the Seller’s obligations pursuant to this Article 10letter 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 and after the consummation any non-payment or default of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered any kind by the Authentication Agent Seller under or 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 Trustee and its successors and assignsultimate balance of sums payable by the Seller pursuant to this letter, irrespective regardless of any intermediate payment or discharge in whole or in part. 10.3 Save to the validity and enforceability of this Indenture, the Notes or extent provided in paragraph 10.4 the obligations of the Issuer hereunder Guarantor will not be discharged or thereunder, that: affected by: (a) the principal ofany time, and interest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption waiver or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer consent granted to the Holders Seller or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 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 Seller, any incapacity or lack of power, authority or legal personality of the Seller or change in case control, ownership or status of the Seller; (d) any unenforceability or invalidity of any extension obligation of time the Seller; or (e) any amendment to this letter. 10.4 For the avoidance of payment or renewal of any Notes or any of such other obligationsdoubt, the same Guarantor shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 have no liability 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 paragraph 10 in respect of any obligations guaranteed hereby until payment liability of the Seller pursuant to this letter to the extent that such liability is amended or varied in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handaccordance with paragraph 11.1, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guarantor’s obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of under this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration paragraph 10 in respect of the obligations guaranteed herebysuch obligation or liability as it subsists following such amendment, and (y) in the event of any declaration of acceleration of variation or waiver shall be determined by reference to such obligations obligation as provided in Article 6 hereofso amended or varied, 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 non-paying Guarantor so long as the exercise of such right does not impair the rights taking account of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue extent to be effective should any petition be filed by which such obligation 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 the Issuer’s assets, and 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 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 payment or performance had not liability has 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturewaived.

Guarantee. Subject to this Article 10, from and after the consummation of the TransactionsThirteen, each of the Guarantors herebyhereby agrees, jointly and severally, to unconditionally guarantees on a senior basis guarantee to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interest, if any, on on, the Notes shall Securities will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption redemption, purchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and (b) all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall Indenture and the Securities will be promptly paid fully and punctually performed within the grace period set forth in full or performedSection 6.01(c), 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 or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseif applicable. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then 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 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 obligations guaranteed hereby may be accelerated as provided in Article 6 hereof 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 obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureSubsidiary Guarantee.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special InterestLiquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. Subject to this Article 10(a) The Guarantor expressly, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severallyabsolutely, unconditionally and irrevocably guarantees on a senior basis to each Holder of a Note authenticated and delivered by (the Authentication Agent and “Guarantee”) to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureHolders, the Notes or the due, punctual and complete performance when required of all payment obligations of the Issuer Company under this Agreement (the “Obligations”). The Guarantee is in no way conditioned upon any requirement that the Holders first attempt to collect the 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 Obligations, the Guarantor’s obligations hereunder or thereunder, that: (a) shall become immediately due and payable to the principal of, and interest, premium and Special Interest, if any, on Holders. All sums payable by the Notes Guarantor hereunder shall be promptly paid made in immediately available funds in U.S. Dollars. The Holders may, in their sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations amount of the Issuer to Obligations regardless of whether any action is brought against the Holders Company or any other person or whether the Trustee hereunder Company or under the Notes shall be promptly paid any other person is joined in full any such action or performed, all in accordance with the terms hereof and thereof; and actions. (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 or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in In the event of insolvency that the Company becomes subject to a bankruptcy, reorganization or bankruptcy of similar proceeding, (i) the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee Holders shall not be discharged except by complete performance obligated to file any claim relating to the Obligations and the failure of the Holders to so file shall not affect the Guarantor’s obligations contained in hereunder, and (ii) 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 Obligations shall not be entitled to affected or delayed by any right of subrogation in relation such proceeding. In the event that any payment to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatObligations is rescinded or must otherwise be returned or reduced for any reason whatsoever, 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and shall, to the fullest extent permitted by law, 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 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 payment or performance had not been made. This is an unconditional guarantee of payment from Guarantor and not of collection. (c) In the event that the Guarantor consolidates with or merges into any payment other Person (as defined in the Merger Agreement) or conveys, transfers or leases its properties and assets substantially as an entirety to any part thereofother Person, is rescindedsuch other Person shall assume the Obligations at the time of such consolidation, reducedmerger or sale, restored or returned, the Notes shall, and shall promptly provide evidence to the fullest extent permitted by law, be reinstated and deemed reduced only by Holders of 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureassumption.

Guarantee. Subject to this Article 10, from The Guarantor hereby irrevocably and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability any premium, interest and Additional Amounts on and the due and punctual payment of this any other payments provided for pursuant to the terms of such Security and any and all amounts under the Indenture, when and as the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, same shall become due and interest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when duepayable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or repayment or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of such Security and this Indenture. This guarantee will not be discharged with respect to any Securities of any series except by payment in full of the extension principal thereof, premium, if any, interest thereon and any Additional Amounts with respect thereto 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 renewalany 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 immediately to make any such payment, the Guarantor hereby agrees to cause such payment to be made immediately when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity or by declaration of acceleration, by acceleration call for redemption or repayment or otherwise. Failing , and as if such payment were made by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyCompany. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Notes Trustee with respect to any provisions hereof thereof or thereofof this Indenture, the recovery obtaining of any judgment against the Issuer, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this no guarantee (including any Guarantee shall not endorsed on a Security) will be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this guarantee. The Guarantor hereby agrees that, in the Notes event of a default in payment of principal (or premium, if any) or interest on and any Additional Amounts with respect to any Security, or a default in any other payment referred to therein, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in this Indenture or Indenture, directly against the Guarantor to enforce this guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holders of the Securities of a particular series against the Company in respect of any amounts paid by release in accordance with the Guarantor on account of such Securities pursuant to the provisions of this guarantee or this Indenture. Each ; provided, however, that the 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 enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until the Holders principal of, any premium and interest on and any Additional Amounts in respect of any obligations guaranteed hereby until payment in full all Securities of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handsuch series issued hereunder, and the Holders and the Trustee, on the all 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 amounts payable in respect of the obligations guaranteed herebythereof, 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain been paid in full force and effect and continue to be effective should any 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturefull.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the TransactionsTen, each of the Guarantors hereby, jointly and severally, unconditionally and fully and unconditionally, guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (ai) the principal of, and interestpremium, premium if any, interest and Special Additional Interest, if any, on on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, and premium, if any, interest on and Additional Interest, if any, on, the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Note Guarantee 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer Company or the Guarantors, any amount paid either by any of them to the Trustee or such Holder, then this Guaranteethe Note Guarantee provided for herein, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) 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 Six for the purposes of this Guaranteethe Note Guarantee provided for herein, 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 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteethe Note Guarantee provided for herein. The Guarantors shall have the right to seek contribution from any non-non paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 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 provided 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureherein.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special Interestpremium, if any, on on, and interest and Additional Amounts, if any, on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium, if any, on and interest and Additional Amounts, if lawfulany, on the Notes (to the extent permitted by law) and all other Obligations obligations of the Issuer to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to or for the benefit of 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 by either the Issuer or the Guarantors to the Trustee Trustee, the Collateral Agent or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. Subject to this Article 10, from The Guarantor hereby irrevocably and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent and to the Trustee SUPPLIER the prompt and full discharge by GWWO (and its successors Affiliates, where relevant) of all of GWWO’s (or, where relevant, its Affiliate) covenants, agreements, obligations and assignsliabilities under this Agreement, irrespective including the due and punctual payment of all amounts which are or may become due and payable by GWWO hereunder, when and as the validity same shall become due and enforceability of this Indenturepayable (collectively, the Notes or the obligations of the Issuer hereunder or thereunder“GWWO Obligations”), that: (a) the principal of, and interest, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof or thereof. The Guarantor acknowledges and thereof; agrees that, with respect to all GWWO Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against GWWO. If GWWO shall default in the due and punctual performance of any GWWO Obligation, including the full and timely payment of any amount due and payable pursuant to any GWWO Obligation, the Guarantor will forthwith perform or cause to be performed such GWWO Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. The liabilities and obligations of the Guarantor pursuant to this Agreement are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of any GWWO Obligation by operation of law or otherwise; (b) the invalidity or unenforceability, in case whole or in part, of this Agreement; (c) any modification or amendment of or supplement to this Agreement; (d) any change in the corporate existence, structure or ownership of GWWO or the Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (e) any other act, omission to act, delay of any extension of time of payment or renewal of kind by any Notes party hereto or any of such other obligationsperson, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations obligations of the Issuer hereunder Guarantor hereunder. The Guarantor irrevocably and unconditionally agrees with the SUPPLIER that, if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the SUPPLIER immediately on demand against any cost, loss or liability it incurs as a result of GWWO or the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Agreement on the Notes)date which it would have been due. Each The Guarantor hereby waives diligenceany right, presentmentwhether legal or equitable, demand of paymentstatutory or non-statutory, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first the SUPPLIER to proceed against or take any action against or pursue any remedy with respect to GWWO or any other person or make presentment or demand for performance or give any notice of non-performance before the SUPPLIER may enforce its rights hereunder against the Issuer, protest, notice Guarantor. This guarantee is to be a continuing guarantee and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of accordingly the Guarantor’s 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. 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 the Guarantees. Each Guarantee hereunder shall remain in full force and effect and continue to be effective should any petition be filed by or against until 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 the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if GWWO Obligations shall have been performed in full. If at any time payment and any performance by any person of the Notes are, pursuant to applicable law, any GWWO Obligation is rescinded or reduced in amount, or must be 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 payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, whether upon the Notes shallinsolvency, bankruptcy or reorganization of GWWO or otherwise, the Guarantor’s obligations hereunder with respect to the fullest extent permitted by law, such GWWO Obligation shall be reinstated at such time as though such GWWO Obligation had become due and deemed reduced only by such amount paid and had 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturebeen performed.

Guarantee. Subject to this Article 10, from and after the consummation of the Transactions12, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of Securities of a Note particular series as to which it is a Guarantor authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities of such series or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interestpremium, if any, and interest on the Notes shall 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 NotesSecurities of such series, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall 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 Securities of such series or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subject to this Article 12, the Guarantors hereby hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities of such series 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then 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 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureSecurity Guarantee.

Guarantee. Subject to this Article 10(a) Each Subsidiary Guarantor hereby absolutely, from unconditionally and after the consummation of the Transactions, each of the Guarantors herebyirrevocably guarantees, jointly with the other Subsidiary Guarantors and the Parent Guarantor and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated as primary obligor and delivered by the Authentication Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenturenot merely as surety, the Notes or full and punctual payment when due and in the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when currency due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of all the Obligations (as defined below), 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 Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest on at the overdue principal 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 interest on costs of collection. This Guaranty constitutes a guaranty of payment when due (whether or not any proceeding under the Notes, if any, if lawful, and all other Obligations Bankruptcy Code shall have stayed the accrual or collection of any of the Issuer to the Holders Obligations or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof operated as a discharge thereof) and thereof; and not of collection. (b) in case of Each Subsidiary Guarantor further agrees that, if 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 or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment made by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same Borrower or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of Person and applied to the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligenceis at any time annulled, presentmentavoided, demand of paymentset aside, filing of claims with a court in the event of insolvency rescinded, invalidated, declared to be fraudulent or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 preferential or otherwise required to return to the Issuerbe refunded or repaid, 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 Guaranteethen, to the extent theretofore dischargedof such payment or repayment, any such Subsidiary 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 foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect. Each Guarantor agrees that it , and such prior cancellation or surrender shall not be entitled to any right of subrogation in relation to diminish, release, discharge, impair or otherwise affect the Holders in respect obligations of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each such Subsidiary 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 amount 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 Subsidiary Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Subsidiary Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Subsidiary Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Subsidiary 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 Article VIII hereof. (d) As used herein, the term “Obligations” means all obligations guaranteed herebyof 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 proceeding under 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) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, (ii) 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 Borrower under any Loan Document to provide cash collateral for LC Exposure, and (yiii) in all other outstanding liabilities, obligations and indebtedness owing by the event Borrower to the Administrative Agent, any Lender, any Issuing Bank 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, opening or amendment of a letter of credit or payment of any declaration of acceleration of such obligations as provided in Article 6 hereofdraft drawn thereunder, such obligations 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 due and payable) shall forthwith become due and payable evidenced by the Guarantors any note, guarantee or other instrument for the purpose payment of this Guarantee. The Guarantors shall have money (including any such liabilities, obligations and indebtedness incurred after the right to seek contribution from commencement of any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders proceeding under the Guarantees. Each 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, 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 Bankruptcy Code or any significant part other bankruptcy, insolvency, receivership or other similar proceeding, regardless of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective whether allowed 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 allowable 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureproceeding).

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Indenture Documents or the obligations of the Issuer Company hereunder or thereunderunder any other Indenture Documents, that: : (a1) the principal of, and interest, premium and Special Interest, if any, on and interest on, the Notes shall will be promptly paid in full when due, subject to the applicable grace periods, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer Company to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to applicable grace periods, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this its Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Notes, the Collateral Documents 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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 (other than contingent indemnification obligations for which no claim has been asserted) 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, (x1) 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 Obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. Subject to this Article 10, from (a) The Guarantor hereby irrevocably and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Noteholder and to the Trustee on behalf of each Noteholder the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability of this Indentureinterest on, and all other amounts payable under (including any Additional Amounts payable in respect of), the Notes or when and as the obligations of the Issuer hereunder or thereundersame shall become due and payable, that: (a) the principal of, and interest, premium and Special Interest, if any, whether on the Notes shall be promptly paid in full when dueStated Maturity, whether at maturityupon acceleration, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of such Note and of this Indenture. The Guarantor hereby waives its right to require the extension Trustee to pursue or renewal, whether at stated maturity, by acceleration exhaust its legal or otherwise. Failing payment by equitable remedies against the Issuer when due of any amount so guaranteed for whatever reason, prior to exercising its rights under the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionGuarantee. The Guarantors hereby agree that their obligations hereunder shall Guarantee will not be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes discharged with respect to any provisions hereof or Note except by payment in full of the principal thereof, interest thereon and all other amounts payable thereunder (including any Additional Amounts payable in respect thereof), if any, on, the recovery Note guaranteed thereby and all other amounts payable under this Indenture with respect to such Note. If at any time any amount paid on a Note is rescinded or must otherwise be restored, the rights of the Holders of the Notes under the Guarantee will be reinstated with respect to such payment as though such payment had not been made. In case of the failure of the Issuer punctually to pay any such principal or interest the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. (b) The Guarantor hereby agrees that its obligations under the Guarantee shall be as if it were principal obligor and not merely surety, and shall be enforceable irrespective of any judgment against invalidity, irregularity or unenforceability of the IssuerNote or this Indenture, any action failure to enforce the same provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Noteholders or the Trustee, or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all surety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Obligations Guarantor increase the principal amount of a Note or the Issuer hereunder and under interest rate thereon or change the Notes)currency of payment with respect to any Note, or alter the Stated Maturity of any amount thereon or thereof. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, any right to require a proceeding first against the IssuerIssuer (including, protestfor the avoidance of doubt, any right which the Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, or interest on, or any other amounts payable under, each Note prior to recourse against the Guarantor or its assets), protest or notice with respect to any Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this the Guarantee shall will not be discharged with respect to any Note except by complete performance payment in full of the obligations contained in the Notes principal thereof and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any interest thereon and all costs and expenses other amounts payable thereunder (including reasonable attorneys’ fees) incurred by the Trustee or any Holder Additional Amounts payable in enforcing any rights under this Section 10.01respect thereof). If at any Holder time any amount paid under such Note is rescinded or must be otherwise restored or returned upon the Trustee is required by any court insolvency, bankruptcy or otherwise to return to reorganization of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation Guarantor's obligations hereunder with respect 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, payment 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 date of such obligations as provided in Article 6 hereofrescission, such obligations (whether restoration 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 return as though such payment or performance had become due but 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 made at 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturetime.

Guarantee. Upon the occurrence of the Effective Date, and from and after the Effective Date, the Escrow Issuer shall cause each Restricted Subsidiary of the Company that guarantees the Senior Credit Facilities to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit E hereto pursuant to which each such Restricted Subsidiary shall become a Guarantor. Subject to this Article 10, from and after the consummation of the TransactionsX, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior basis secured basis, to each Holder of a Note authenticated and delivered by the Authentication Trustee or its Authenticating Agent and to the Trustee Trustee, the Agents and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the Guarantees, the Collateral Documents or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of, of and interest, premium interest and Special Interestpremium, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Issuers to the Holders or the Trustee Trustee, the Collateral Agent or any Agent hereunder or under the Notes thereunder shall be promptly paid in full or performedfull, 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 that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations obligations of the Issuer hereunder and under this Indenture or under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 Trustee, any Agent, or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, any Agent, 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 Issuers or the Guarantors, then any amount paid either to the Trustee Trustee, such Agent, 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 VI 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 VI 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Until released in accordance with Section 10.06 hereof, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Issuers for liquidation, reorganization, should the Issuer Issuers 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 Issuer’s Issuers’ assets, and 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 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 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. In case any provision of any 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. The Guarantee issued by any Guarantor shall be a general secured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior Indebtedness of such Guarantor. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10ARTICLE 14, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, Guarantor unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of, Principal of and interest, premium and Special Interest, if any, Interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and interest any other amounts due on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall 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, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Guarantor 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 The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each The Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this the Note Guarantee 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 IssuerCompany, the Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, then this the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The 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 The Guarantor further agrees that, as between the GuarantorsGuarantor, 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 ARTICLE 7 hereof for the purposes of this the 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 obligations as provided in Article 6 ARTICLE 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this the Note 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, Indenture or the Notes as against either of the Issuers or the obligations of the Issuer Issuers hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest, premium interest and Special Additional Interest, if any, on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, and interest and Additional Interest, if any, on, the Notes, if lawful, and all other Obligations obligations of the Issuer Issuers to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or as against either of the NotesIssuers, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. Subject Prior to this Article 10the Effective Date, from the Escrow Issuer will be the only Subsidiary of FTAI Infrastructure, the Escrow Issuer will have no Subsidiaries, and after the consummation Notes will not be guaranteed. As of the TransactionsEffective Date, each the obligations of the Guarantors herebyIssuer pursuant to the Notes will be unconditionally guaranteed, jointly and severally, by each Subsidiary of the Issuer as of the Effective Date (other than Excluded Subsidiaries) and each other Person that executes a Guarantee in accordance with the provisions of this Indenture and its respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture. After the Effective Date, certain Restricted Subsidiaries will be required to guarantee the Notes, but only under the conditions described under Section 4.14, shall jointly and severally, fully and unconditionally guarantees on a senior basis guarantee to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Security Documents, the Notes or the obligations of the Issuer hereunder under this Indenture or thereunder, that: (a) the principal of, performance and interest, premium full and Special Interest, if any, on the Notes shall be promptly paid in full punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuer under this Indenture, the Security Documents and interest on the overdue Notes, whether for payment of principal of and of, premium or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset 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, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 also agrees that it shall not be entitled to pay any right of subrogation 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 relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights 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 6 hereof 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 6 hereofVI, 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 Each Guarantor that makes a payment for distribution under its Guarantee shall have the right be entitled to seek a contribution from any non-paying each other Guarantor so long as the exercise in a pro rata amount based on adjusted net assets of such right does not impair the rights of the Holders under the Guaranteeseach Guarantor. Each 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, 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 the Issuer’s assets, and 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 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” 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, 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior basis unsecured basis, to each Holder of a Note authenticated and delivered by the Authentication Agent and to the Trustee and its the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a1) the principal ofprincipal, and interest, premium and Special Interestpremium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer Issuers to the Holders or Holders, the Trustee or any Agent hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Issuer Issuers when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of until the obligations contained in principal of, premium, if any, and interest on the Notes and all other amounts payable by the Issuers under this Indenture have been paid in full, or by release in accordance with pursuant to Section 10.06. (c) Each of the provisions of this Indenture. Each Guarantor Guarantors also agrees agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ feesfees 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 IssuerIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, then this Note 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. . (e) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations 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 Obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note 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 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 Issuer Issuers for liquidation, liquidation or reorganization, should the Issuer Issuers 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 Issuer’s Issuers’ assets, and 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 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 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. . (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. . (h) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10, each of the Guarantors, and from and after the consummation of the TransactionsTransactions and upon the execution and delivery of the Completion Date Supplemental Indenture or any other supplemental indenture to this Indenture, each of Guarantor to be added under this Indenture on or after the Guarantors Completion Date that shall execute the Completion Date Supplemental Indenture or any other supplemental indenture, hereby, jointly and severallyseverally irrevocably and unconditionally guarantees, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee Trustee, the Notes Collateral Agent and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the 152 Notes or the obligations of the Issuer Issuers hereunder or thereunder, that: (a) the principal of, and interest, and 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Issuers to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent hereunder or under the Notes thereunder shall 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 that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to or any amendment of any provisions hereof or thereof, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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. 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.to

Guarantee. Subject to the terms of this Article 10Article, from the Guarantor hereby unconditionally and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally irrevocably guarantees on a senior basis to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenturesuch Holder, the Notes or the obligations due and punctual payment of the Issuer hereunder or thereunder, that: (a) the principal of, and interestpremium, premium if any, and Special interest (including any Additional Interest), if any, on the Notes Securities of such series when and as the same shall be promptly paid in full when duebecome due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, redemption call for redemption, or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the extension or renewalGuarantor 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 stated maturitythe Stated Maturity or by declaration of acceleration, by acceleration call for redemption or otherwise. Failing , and as if such payment were made by the Issuer when due Company. The Guarantor's obligation to make a guarantee payment may be satisfied by direct payment of any amount so guaranteed for whatever reasonthe required amounts by the Guarantor to the Holder of the Security or to a Paying Agent, or by causing the Guarantors shall be jointly and severally obligated Company to pay the same immediatelysuch amount to such Holder or a Paying Agent. Each The Guarantor hereby agrees that this is a guarantee of its payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditionalabsolute and unconditional irrespective of, irrespective and shall be unaffected by, any invalidity, irregularity or unenforceability of the validitysuch Security or this Indenture, regularity or enforceability of this Indenture or the Notes, the absence of any action failure to enforce the sameprovisions of such Security or this Indenture, or any waiver waiver, modification or consent indulgence granted to the 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 any the Holder of such Security or the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Obligations Guarantor, increase the principal amount of such Security, or increase the Issuer hereunder 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 under payable upon a declaration of acceleration or the Notes)maturity thereof pursuant to Article Eight of this Indenture. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of 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 IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee shall 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, in the Notes event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest (including Additional Interest), if any, on such Security has been, or by release in accordance with has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Securities pursuant to the provisions of its Guarantee or this Indenture. Each ; provided, however, that the 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 enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatprincipal of, as between the Guarantorsand premium, if any, and interest, if any, 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 all Securities issued hereunder which then are due and payable by the Guarantors for the purpose of this 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 the Guaranteesbeen paid in full. Each This Guarantee shall remain in full force and effect and continue to be effective should notwithstanding any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer become Company becoming insolvent or make making an assignment for the benefit of creditors or should a receiver or trustee be being appointed for all or any significant part of the Issuer’s Company's property and assets, and 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 and performance of the Notes areany 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 obligee on the Notes or GuaranteesHolder 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 such payment, or any part thereof, is rescinded, reduced, restored or returnedreturned on a Security, the Notes such Security shall, to the fullest extent permitted by law, be reinstated and deemed reduced paid 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10The Guarantor hereby unconditionally and irrevocably guarantees, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, (i) (x) the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interestinterest on, premium such Security (including interest on overdue principal), when and Special Interest, if any, on as the Notes same shall be promptly paid in full when duebecome due and payable, whether at maturityStated Maturity, by acceleration, redemption or otherwiseotherwise in accordance with the terms of such Securities and of this Indenture, and interest on (y) the overdue principal faithful performance of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof such Security and thereof; this Indenture and (bii) in case of any extension of time of payment or renewal of any Notes Security or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of (to the extent permitted by law) the validity, regularity or enforceability of this Indenture or the NotesSecurities and the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the IssuerIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Guarantee shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, the Notes Indenture and this the Guarantee (to the extent that any obligations under the Indenture and the Guarantee relate to and are outstanding with respect to such Security). The Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal or interest on such Security, whether at its Stated Maturity, by release acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in accordance the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Issuer. The Guarantor agrees 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 Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the provisions Securities, the Guarantor shall pay to the Trustee for the account of this Indenture. Each Guarantor also agrees the Holder, upon demand therefore, the amount that would otherwise have been due and payable had such rights and remedies been permitted to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred be exercised 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 GuaranteeHolders. 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the TransactionsTen, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and 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: : (a1) the principal of, and interest, premium and Special Interestpremium, if any, on and interest on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer under this Indenture and the Notes (including obligations to the Holders or the Trustee hereunder or under the Notes shall Trustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. The Guarantors All payments under such Subsidiary Guarantee shall be made in U.S. Dollars. (b) Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be as if it was the principal debtor and not merely surety. Each Subsidiary Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall will 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’ feesc) 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 Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid either by such Person to such Holder or the Trustee or such HolderTrustee, as applicable, then this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall 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 Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six 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 (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall A Subsidiary Guarantor will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee (or the Authentication Agent Agent) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of, interest and interest, premium and Special Interestpremium, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes thereunder shall 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 that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Note Guarantee 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’ feesfees and expenses) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid either to the Trustee or such Holder, then this Note 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 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 obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note 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 the Note Guarantees. 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 Company for liquidation, liquidation or reorganization, should the Issuer Company 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 IssuerCompany’s assets, and 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 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 Note Guarantees, 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, 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 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. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 10.01, the term “Trustee” shall also include each of the Paying Agent and Registrar, as applicable.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, absolutely unconditionally and irrevocably guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and 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: : (aA) the principal of, and interest, premium and Special Intereston, if any, on interest and Additional Amounts, if any, on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, interest and Additional Amounts, if any, on, the Notes, if lawful, and all other Obligations obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bB) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. . (b) Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The . (c) Subject to this Article 10, the Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture the validity, perfection, non-perfection, lapse in perfection or priority of any security interest securing any of the Notesobligations guaranteed by the Guarantors, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all guarantor. Without limiting the generality of the Obligations of foregoing, each Guarantor’s liability under this Guarantee shall extend to all obligations under the Notes and this Indenture (including, without limitation, interest, fees, costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under Bankruptcy Law involving the Issuer hereunder and under the Notes)or any Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall will 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’ feesd) 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 by either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. , subject to this Article 10. (e) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and performance 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying non‑paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain or the limitations contained in full force and effect and continue to be effective should any 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturethis Article 10.

Guarantee. Subject to this Article 10(a) The Guarantors hereby absolutely, from unconditionally and after the consummation of the Transactions, each of the Guarantors herebyirrevocably guarantee, jointly and severally, unconditionally guarantees on a senior basis as principal obligors, and not merely as sureties, to each Holder of a Note authenticated and delivered by the Authentication Agent and to the Trustee Purchaser and its successors and permitted assigns, irrespective all Liabilities of the validity and enforceability Sellers to Purchaser arising out of or related to this IndentureAgreement, including the Notes or the indemnification obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer Company pursuant to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyArticle VIII. Each Guarantor agrees reserves the right to assert defenses that this is the applicable Seller may have or have had to payment or performance of any obligations guaranteed hereunder. The foregoing obligation of the Guarantors constitutes a guarantee continuing guaranty of payment and performance, and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder , and is and shall be unconditionalabsolute and unconditional under any and all circumstances, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which including circumstances that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all surety or guarantor. The obligation of the Obligations of the Issuer Guarantors hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except discharged, impaired or otherwise affected by complete 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. (b) 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 transactions contemplated hereby have been duly and validly authorized by all requisite entity action on the part of the Guarantors, and no other entity proceedings or approvals on the part of the Guarantors are necessary in connection with the execution, delivery and performance of this Agreement or the obligations contained in consummation of the Notes transactions contemplated hereby. This Agreement has been duly executed and this Indenture or delivered by release 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, enforceable against the Guarantors 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. 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureterms.

Guarantee. Subject to this Article 10, from and after the consummation of the Transactions12, each of the Guarantors hereby, jointly and severally, fully, unconditionally guarantees on and irrevocably guarantees, as a senior basis primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: (a) the principal of, and premium, if any, interest, premium and Special Interest, if any, on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall 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, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. The Subject to this Article 12, the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Subsidiary Guarantee 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 hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.0112.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, then 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 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 (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, 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 the Guaranteesthis 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 Issuer Company or any Guarantor for liquidation, liquidation or reorganization, should the Issuer 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 IssuerCompany’s or any other Guarantor’s assets, and 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 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 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. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be 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 be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 1014, from the Parent Guarantor hereby fully and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note Debtholder authenticated and delivered by the Authentication Agent Indenture Trustee and to the Indenture Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Debt Securities, the Guarantees or the obligations of the Issuer Guarantors hereunder or thereunder, that: that all obligations of each Guarantor under this Indenture and its respective Guarantee (a) the principal of, and interest, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer including obligations to the Holders or the Trustee hereunder or under the Notes shall Indenture Trustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) and, in case of any extension of time of payment or renewal of any Notes Debt Securities, any Guarantee or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall Parent Guarantor will be jointly and severally obligated to pay the same immediately. Each The Parent Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. . (b) The Guarantors Parent Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Debt Securities, this Indenture or the NotesGuarantees, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Debtholder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuerany Guarantor, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuerany Guarantor, any right to require a proceeding first against the Issuerany Guarantor, protest, notice and all demands whatsoever and covenants that this the Parent Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Debt Securities, the Guarantees 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’ feesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder Debtholder or the Indenture Trustee is required by any court or otherwise to return to Baytex, the IssuerParent Guarantor, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either Baytex, the Issuer Parent Guarantor or the Guarantors, any amount paid either by such Person to such Debtholder or the Trustee or such HolderIndenture Trustee, as applicable, then this Parent Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) The Parent Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Debtholders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Parent Guarantor further agrees that, as between the GuarantorsGuarantor, on the one hand, and the Holders Debtholders and the Indenture Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) 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 will forthwith become due and payable by the Guarantors Parent Guarantor for the purpose of this Parent Guarantee. The Guarantors shall Parent Guarantor will 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 Debtholders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors Guarantors, if any, hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee or the Authentication Agent and to the Trustee and 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: : (ai) the principal of, Additional Amounts and interest, premium and Special Interestpremium, if any, on and interest on, the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, Additional Amounts and premium, if any, if lawful, on the Notes (to the extent permitted by law) and all other Obligations obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 or for the benefit of 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 by either the Issuer or the Guarantors to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, , (xi) 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 and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureNote Guarantee.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and 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: : (a1) the principal of, and interest, premium and Special Interestpremium, if any, on and interest on, the Notes shall will be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee shall will 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’ feesc) 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 by any of the foregoing to the Trustee or such Holder, then this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this GuaranteeArticle 10, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this GuaranteeArticle 10. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturethis Article 10.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the TransactionsTen, each of the Guarantors herebyGuarantor, jointly and severally, unconditionally and fully and unconditionally, guarantees on a senior basis to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Issuer Company hereunder or thereunder, that: (ai) the principal of, and interest, premium and Special Interestpremium, if any, and interest on the Notes Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the NotesSecurities, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under thereunder, including any obligations to repurchase Securities from the Notes Holders, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors each Guarantor shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their . (b) To the maximum extent permitted under applicable law, the obligations of any Guarantor hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Subject to Section 6.06, each Guarantor hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities 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’ feesc) 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 IssuerCompany, the any Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer Company or the any Guarantors, any amount paid either by any of them to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (d) No 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 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 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 obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the any Guarantors for the purpose of this Guarantee. The Guarantors Any Guarantor that makes a payment under its Guarantee shall have the right to seek contribution from any non-paying Guarantor Guarantor, so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Guarantee. Subject to this Article 10Except as otherwise provided herein, from and after the consummation of the Transactions, each of the Guarantors hereby, hereby jointly and severally, severally and fully and unconditionally guarantees on a senior basis guarantee to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenturesuch Holder, the Notes or the obligations due and punctual payment of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interestpremium, if any, on and interest, if any, on, the Notes and all other obligations of the Company under this Indenture, including all obligations hereunder of the Company to the Trustee, when and as the same shall be promptly paid in full when duebecome due and payable, whether at the stated maturity, by acceleration, redemption call for redemption, upon a repurchase date or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall 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 or performed in accordance with the terms of the extension or renewalNotes and of this Indenture. In case of the failure of the Company punctually to make any such payment, the Guarantors hereby agree to cause such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturitymaturity or by acceleration, by acceleration call for redemption, upon a repurchase date or otherwise. Failing , and as if such payment were made by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionCompany. The Guarantors hereby agree that their its obligations hereunder shall be absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the samesame or any release (other than by operation of Article Thirteen), any amendment, waiver or indulgence granted to the Company or the Guarantors or any consent by to departure from any Holder requirement of any other guarantee of all or any of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full surety or guarantor. The Guarantors hereby waive the benefits of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, protest or notice with respect to the Notes or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that this Guarantee shall will not be discharged in respect of the Notes except by complete performance of the obligations contained in the Notes and this Indenture in such Guarantee or the operation, as applicable, of Article Thirteen. 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 release in accordance 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 provisions of this Indenture. Each Guarantor also agrees Notes, the Guarantors agree to pay any to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees) incurred remedies been permitted to be exercised by the Trustee or any Holder 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 enforcing respect of any rights under this Section 10.01. If any Holder or amounts paid by the Trustee is required by any court or otherwise to return Guarantors on account of the Notes pursuant to the Issuerprovisions of its Guarantee or this Indenture; provided, however, that 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 enforce or to receive any payment arising out of, or based upon, such right of subrogation in relation to until 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 handprincipal of, and the Holders and the Trusteepremium, 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 herebyif any, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofinterest, 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 if any, on, all Notes issued hereunder 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 the Guaranteesbeen paid in full. Each This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer Company 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 IssuerCompany’s assets, and 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 and performance of the Notes areNotes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on holder of the Notes or GuaranteesNotes, 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 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 Any term or provision of any this Guarantee to the contrary notwithstanding, the aggregate amount of the obligations guaranteed hereunder shall be invalid, illegal reduced to the extent necessary to prevent this Guarantee from violating or unenforceable, becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the validity, legality, and enforceability rights of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturecreditors generally.

Guarantee. Subject to this Article 10, from Guarantor hereby absolutely and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to Buyer the due and punctual payment and performance by each Holder Seller of a Note authenticated and delivered by the Authentication Agent and to the Trustee and its successors and assigns, irrespective all of the validity and enforceability of this Indenture, the Notes or the such Seller’s obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes Sale Agreement (the “Guaranteed Obligations”); provided, however, that Guarantor shall not be promptly paid in full or performed, all in accordance with liable to make any payment until three Business Days following receipt by Guarantor of written notice from the terms hereof and thereof; and (b) in case Buyer that a payment of any extension of time of payment or renewal of any Notes or any of such other obligations, an amount is due under the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseSale Agreement. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall not be unconditionallimited, altered, modified or impaired in any way, irrespective of the validity, regularity or enforceability of this Indenture the Sale Agreement, any change in or the Notesamendment thereto, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes 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 Issuer, any action to enforce the same Guarantor hereunder as a matter of law or otherwise or any other occurrence or circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment or performance in full of all such obligation or that such obligation is not due and owing in accordance with the express terms of the Sale Agreement) and this Guarantee shall in no way be conditioned or contingent upon any obligation of Buyer to collect from or seek performance by any Seller; provided that (i) the foregoing shall not constitute, or be interpreted as, a waiver by Guarantor of any defense with respect to the Guaranteed Obligations (other than a defense existing solely as a result of a Seller’s bankruptcy, insolvency or similar proceeding under applicable Law, an “Insolvency Event”) that a Seller may have in respect of the Issuer hereunder Guaranteed Obligations and under shall be limited to, and only have effect as, a waiver of suretyship defenses that Guarantor may have in respect of the Notes). Each 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 relevant Seller in respect of such Guaranteed Obligations, (iii) nothing contained herein shall be deemed to constitute a waiver by Guarantor hereby waives diligence, presentment, of presentment or demand of payment, filing of claims payment or notice to Guarantor with a court in respect to the event of insolvency Sale Agreement and the obligations evidenced thereby or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and hereby. Guarantor covenants that this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Sale Agreement, 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. 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the TransactionsXII, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees on a senior basis to each Holder of a Note Security authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Issuer Company hereunder or thereunder, that: : (ai) the principal principal, the Repurchase Price, the Fundamental Change Repurchase Price and the Optional Redemption Price of, and interestthe Redemption Premium, premium and Special Interestany Make-Whole Premium (only to the extent not otherwise satisfied by the Company in other than cash in accordance with the applicable Company Notice), Liquidated Damages, if any, on and interest on, the Notes shall Securities will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and interest on the NotesSecurities, if any, if lawful, and all other Obligations cash payment obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. ; Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. No Guarantor shall have any obligation to guarantee the Company's performance of its obligations under Article XIII. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenture or by release in accordance with (other than the provisions of this Indenture. Each Guarantor also agrees Company's obligations pursuant to pay any and all costs and expenses Article XIII); (including reasonable attorneys’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to exercise 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VIII 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 (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 VIII hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureSubsidiary Guarantee.

Guarantee. Subject to this Article 10, from The Guarantor hereby unconditionally and after the consummation of the Transactions, each of the Guarantors herebyirrevocably guarantees, jointly and severallyseverally with the Borrower, unconditionally guarantees on a senior basis to each Holder holder of a Note Bond authenticated and delivered by the Authentication Agent Trustee, and to the Trustee Authority, (1) the due and its successors and assigns, irrespective punctual payment of the validity principal of (including any amount in respect of original issue discount), and enforceability of this Indentureany premium and interest on, such Bond and the Notes or the obligations due and punctual payment of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special InterestAmortization Requirements, 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 overdue principal of and interest on the Notesanalogous obligations, if any, if lawfulprovided for pursuant to the terms of such Bond, when and as the same shall become due and payable, whether at stated maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of such Bond and of the Trust Agreement, and (2) the payment of all other Obligations amounts payable by the Borrower and the performance of all other obligations of the Issuer to Borrower under this Agreement and the Holders Collateral Documents. In case of default by the Borrower in the payment of any principal (including any amount in respect of original issue discount), interest, Amortization Requirements, or analogous obligation, or in the payment of any other amounts payable by the Borrower or the Trustee performance of any other obligations of the Borrower under this Agreement, the Guarantor agrees duly and punctually to pay or perform the same. The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of the Guarantor, whether now existing or under the Notes hereafter incurred, shall be promptly paid in full or performedas principal and not merely as surety, all in accordance with the terms hereof and thereof; shall be absolute and (b) in case unconditional irrespective of any extension of the time of for payment or renewal of any Notes such Bond or other obligation, any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due modification of any amount so guaranteed for whatever reasonsuch Bond, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture Agreement or the NotesTrust Agreement, the absence any invalidity, irregularity or unenforceability of any action to enforce such Bond, this Agreement or the sameTrust Agreement, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action failure to enforce the same or any waiver, modification, consent or indulgence granted to the Borrower with respect thereto by the Holder of such Bond or the Trustee, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)surety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerBorrower, any right to require a demand or proceeding first against the IssuerBorrower, protest, protest or notice with respect to any such Bond or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee shall guarantee will not be discharged except by complete payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest on all Bonds and of all other amounts payable by the Borrower and performance of all other obligations of the obligations contained in Borrower under this Agreement. The Guarantor agrees that any and all rights under this guarantee may be enforced by any Bondholder, by the Notes Authority and this Indenture or by release the Trustee in accordance with the provisions terms of the Trust Agreement and this IndentureAgreement. Each Until such time as the Bonds are paid in full, the Guarantor also agrees to pay irrevocably waives any and all costs and expenses rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (including reasonable attorneys’ feesi) incurred by to be subrogated to the Trustee or any rights of a Holder in enforcing any rights under this Section 10.01. If any Holder or against the Trustee is required by any court Borrower with respect to such payment or otherwise to return be reimbursed, indemnified or exonerated by the Borrower in respect thereof or (ii) to receive any payment, in the Issuernature of contribution or for any other reason, the Guarantors or from any custodian, trustee, liquidator or other similar official acting obligor with respect to such payment. The guarantee set forth 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 Section shall not be entitled valid or become obligatory for any purpose with respect to any right a Bond until the certificate 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, authentication on the one hand, and the Holders and such Bond shall have been signed by 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) . This Guaranty 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each 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, 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 the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time any payment and performance of the Notes are, pursuant to applicable law, any obligation guaranteed hereunder is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on holder of a Bond or by the Notes Authority upon the insolvency, bankruptcy or Guaranteesreorganization of the Borrower, 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, 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 remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer Company hereunder or thereunder, that: : (a1) the principal of, and interest, premium and Special InterestLiquidated Damages, if any, and interest on the Notes shall will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes)guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall will 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’ feesc) 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 IssuerCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) 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 (y2) 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 will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall will 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 the Guarantees. Each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureSubsidiary Guarantee.

Guarantee. The Issuer shall cause each Restricted Subsidiary of the Issuer that guarantees the Senior Credit Facilities to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit D hereto pursuant to which each such Restricted Subsidiary shall become a Guarantor. Subject to this Article 10, from and after the consummation of the TransactionsX, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior basis unsecured basis, to each Holder of a Note authenticated and delivered by the Authentication Trustee or its Authenticating Agent and to the Trustee Trustee, the Agents and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the Guarantees, or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, of and interest, premium interest and Special Interestpremium, 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 overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuer to the Holders or the Trustee Trustee, or any Agent hereunder or under the Notes thereunder shall be promptly paid in full or performedfull, 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 that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations obligations of the Issuer hereunder and under this Indenture or under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee 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 Trustee, any Agent, or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, any Agent, 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 Trustee, such Agent, 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 VI 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 VI 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 non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Until released in accordance with Section 10.06 hereof, each 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, 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 the Issuer’s assets, and 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 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 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. In case any provision of any 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. The Guarantee issued by any Guarantor shall be 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. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 10‎Article 13, from the Guarantor fully and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Authentication Agent Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations of the Issuer Company hereunder or and thereunder, that: (ai) the principal of, of and interest, premium and Special Interest, if any, interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe Maturity Date, by acceleration, redemption xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notes, if any, if lawfulNotes will be promptly paid and/or delivered in full when due upon exchange, and all other Obligations payment obligations of the Issuer Company to the Holders or the Trustee (acting in any capacity hereunder) hereunder or under the Notes shall thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof, including without limitation Company’s obligation to procure or cause the delivery of Ordinary Shares issuable upon exchange of the Preference Shares in accordance with this Indenture upon exercise of a Holder’s exchange right, on a senior unsecured basis; (ii) the obligations of the Company under the Preference Shares and (biii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturitythe Maturity Date, by acceleration acceleration, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx or otherwise. Failing payment by the Issuer when so due of any amount so guaranteed for whatever reason, the Guarantors shall Guarantor will be jointly and severally obligated to pay the same immediately. Each An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantee, and shall entitle the Holders to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the NotesIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of Guarantor. The Guarantor further, to the Issuer hereunder and under the Notes). Each Guarantor extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that this the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture Indenture, or by release in accordance with the provisions of this Indenture. Each pursuant to ‎Section 13.03. (c) The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. ‎Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuerCompany, the Guarantors Guarantor, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Issuer Company or the GuarantorsGuarantor, any amount paid either by the Company or the Guarantor to the Trustee or such Holder, then this Guarantee, the 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 . (e) The Guarantor further agrees that, as between the GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article ‎Article 6 hereof of this Indenture for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in Article ‎Article 6 hereofof this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this the Guarantee. . (f) 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 the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer Company 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 IssuerCompany’s assets, and 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 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 Guaranteesthe Guarantee, 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, 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. . (g) In case any provision of any the Guarantee shall be invalid, illegal or unenforceable, the validity, legality, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. . (h) Each payment to be made by a the Guarantor in respect of its the Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantee with respect to a Note is not exchangeable and shall automatically terminate when such Note is exchanged in accordance with this Indenture.