Common use of Guarantee Clause in Contracts

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally hereby Unless otherwise specified in the terms of a Guarantee of a series of Securities under this Indenture, each person named as a Guarantor of a series of Securities under this Indenture, by being named as a Guarantor of such series of Securities, fully and unconditionally guarantee guarantees (i) (A) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee and (B) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwiseotherwise and (ii) to the Trustee on its behalf all amounts owed to the Trustee under the Indenture, in each case in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentseach such Guarantor agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and as if such payment were made by the Company. Each Guarantor, by being named as a Guarantor of any other amountsseries of Securities under this Indenture, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Company or any such Guarantor or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Each such Guarantor hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive 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 merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Each such Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, such Guarantor agrees to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holders. Any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Guarantor on account of such Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of Each Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeCompany’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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitya Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇v▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this IndentureIndenture (each a “Guaranteed Securities Obligation” and, collectively, “the Guaranteed Securities Obligations”). The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇v▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. (a) Any Securities of any Series that are to be guaranteed by the Guarantees of any Guarantors, if any, shall be guaranteed by such Guarantors as shall be made in the form and on the terms established pursuant to Section 2.02 with respect to the Securities of such Series in accordance with this Article 10. The Persons who shall initially be the Guarantors of the Securities of any such Series may, but need not, include any or all of the Initial Guarantors and may include any and all such other Persons as the Company may determine; provided that, prior to the authentication and delivery upon original issuance of Securities that are to be guaranteed by a Person that is not an Initial Guarantor, the Company, the Trustee and such Person shall enter into a supplemental indenture pursuant to Section 9.02 whereby such Person shall become a Guarantor under this Indenture. (b) Subject to this Article 10, each of the Guarantors, if any, hereby, jointly and severally hereby fully and severally, unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and to the due Trustee and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such Series or the obligations of the Company hereunder or thereunder, that: (1) the principal (including any amount due in respect of original issue discount) of and any of, premium on, if any, and interest on on, if any, the Securities of such Security (and any Additional Amounts and other amounts payable by the Issuer Series will be promptly paid in respect thereof), full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, if any, the Securities of such Series, if lawful, and all other obligations of the Company to the Holders thereof or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of such Securities of such Series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and the extension or renewal, whether at stated maturity, by acceleration or otherwise. (c) Failing payment when due of this Indenture. The Guarantors any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors, if any, will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation same immediately. Each Guarantor, if any, agrees that this is a guarantee of payment and not a guarantee of collection. (as per the fee proposal agreed upon between the Issuer and the Trusteed) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each Any Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and are unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any Security the Securities of any series such Series or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Any Guarantor hereby waive waives 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, the benefit of discussionprotest, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, whatsoever and covenants covenant that its this Guarantee will not be discharged with respect except by complete performance of the obligations contained in the Securities of such Series and this Indenture. (e) If any Holder of Securities of such Series or the Trustee is required by any court or otherwise to return to the Company, any Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (f) Any Guarantor agrees that it will not be entitled to any Security except by right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenall obligations guaranteed hereby. The Guarantors each Any Guarantor further agree agrees that, as between such Guarantorany Guarantors, on the one hand, and the Holders of Securities of such Series and the Trustee, on the other hand, (1) the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations , and (2) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any declaration of acceleration of such obligations of each Guarantoras provided in Article 6 hereof, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do (whether or not constitute a breach due and payable) will forthwith become due and payable by any Guarantors for the purpose of applicable lawthis Guarantee. The Guarantors 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 of Securities of such Series under the Guarantee. (g) No Guarantee by any Guarantor of any Security, whether or not such Guarantee is or is to be endorsed thereon or attached thereto, shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of valid and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a such Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors (a) Each of the Guarantor and each Subsidiary Guarantor hereby jointly and severally hereby fully irrevocably and unconditionally guarantee guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security of each series authenticated Securityholder and delivered by to the Trustee and its successors and assigns (i) the due full and punctual payment when due, whether at fixed maturity, by acceleration, by redemption or otherwise, of all obligations of the principal Company under the Indenture (including any amount due obligations to the Trustee) and the Securities, whether for payment of principal of, or interest on, in respect of original issue discountthe Securities and all other monetary obligations of the Company under the Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Guarantor and each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and each Subsidiary Guarantor, and that the Guarantor and each Subsidiary Guarantor shall remain bound under this Article 3 notwithstanding any premium extension or renewal of any Guaranteed Obligation. (b) Each of the Guarantor and interest on each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each of the Guarantor and each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Guarantor and each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise, (ii) any extension or renewal of any thereof, (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, (iv) the failure of any Securityholder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations or (v) any change in the ownership of the Guarantor or such Security Subsidiary Guarantor. (c) Each of the Guarantor and each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s, the Guarantor’s or each Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor and each Subsidiary Guarantor hereunder. Each of the Guarantor and each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against the Guarantor and each Subsidiary Guarantor. (d) Each of the Guarantor and each Subsidiary Guarantor further agrees that its guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Additional Amounts right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 11.02 of the Base Indenture or Sections 3.02 and other amounts payable 3.06 hereof, the obligations of the Guarantor and each Subsidiary Guarantor 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 shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the Issuer failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in respect the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor and each Subsidiary Guarantor or would otherwise operate as a discharge of the Guarantor and each Subsidiary Guarantor as a matter of law or equity. (f) Subject to Section 3.06 hereto, each of the Guarantor and each Subsidiary Guarantor agrees that its guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each of the Guarantor and each Subsidiary Guarantor further agrees that its guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof), of principal of, or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against the Guarantor and each Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, or interest on, on any Guaranteed Obligation when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each of the Guarantor and each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in accordance with cash, to the terms Securityholders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Security Guaranteed Obligations, (ii) accrued and of this Indenture. The Guarantors jointly and severally hereby agree to pay unpaid interest on such Guaranteed Obligations (but only to the Trustee any amount due it for extent not prohibited by law) and (iii) all other monetary obligations of the compensation (as per Company to the fee proposal agreed upon between the Issuer Securityholders and the Trustee. (h) and reasonable expenses, disbursements and advances Each of the Trustee, its agents, officers, employees Guarantor and directors, and each Subsidiary Guarantor agrees that it shall not be entitled to any other amounts, including indemnification amounts, due right of subrogation in relation to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court Securityholders in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each of the principal thereof Guarantor and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Subsidiary Guarantor further agree agrees that, as between such Guarantorit, on the one hand, and the Holders Securityholders and the Trustee, on the other hand, (i) the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 of the Base Indenture for the purposes of its Guaranteethe guarantee herein, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby. The obligations , and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Base Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor and each Subsidiary Guarantor hereunder will be limited for the purposes of this Section 3.01. (i) to Each of the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and each Subsidiary Guarantor also agrees to pay any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or and all costs and expenses (iiincluding reasonable attorneys’ fees and expenses) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder incurred by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, Trustee or to receive any payments arising out of or based upon, such right of subrogation until the principal of and Securityholder in enforcing any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability rights under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf guarantee. (j) Upon request of the Trustee. For the avoidance of doubt, the fact that none Guarantor and each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Indenture.

Guarantee. The Guarantors On the Issue Date, the obligations of the Issuer under the Notes and this Indenture shall be, jointly and severally, unconditionally guaranteed on a senior secured basis (the “Note Guarantees”) by Holdings and each Domestic Subsidiary that is a Restricted Subsidiary and Guarantees the payment of (i) any capital market debt securities of the Issuer or any Guarantor, (ii) any long-term Indebtedness for borrowed money of the Issuer or any Guarantor with an aggregate principal amount of $150,000,000 or more or (iii) any Indebtedness under the ABL Facility Agreement. Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally hereby fully and unconditionally guarantee with each other Guarantor, to each Holder of a Security of each series authenticated the Notes, the Trustee, the Collateral Agent and delivered by the Trustee other Notes Secured Parties and their respective successors and assigns, the due full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, if any, on the Notes and all other obligations and liabilities of the Issuer under the Note Documents (including without limitation, interest, if any, accruing after the filing of any amount petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness. Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on the applicable supplemental indenture to this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee, any Holder or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes, the Notes Collateral Documents, or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Notes Collateral Documents, or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent, the Trustee or any Holder for the Guaranteed Obligations or any of them; (f) the failure of any Holder to exercise any right or remedy against any other Guarantor; (g) any change in the ownership of the Trustee, the Collateral Agent or Issuer; (h) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (i) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of original issue discount) the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any premium and time payment, or any part thereof, of principal of, premium, if any, or interest on such Security (any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder, the Trustee or the Collateral Agent upon the bankruptcy or reorganization of the Issuer, any Guarantor or otherwise. In furtherance of the foregoing and not in limitation of any Additional Amounts and other amounts payable right which any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer in respect thereof), to pay any of the Guaranteed Obligations when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, in accordance with the terms each Guarantor hereby promises to and will, upon receipt of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of written demand by the Trustee, its agentsforthwith pay, officersor cause to be paid, employees and directorsin cash, and any other amounts, including indemnification amounts, due to the Holders (or the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as or Collateral Agent on behalf of the Holders) an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest, if it were a principal debtor any, on such Guaranteed Obligations then due and owing (but only to the extent not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability prohibited by law) (including interest accruing after the filing of any Security petition in bankruptcy or the commencement of any series insolvency, reorganization or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted like proceeding relating to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute Guarantor whether or not a legal claim for post-filing or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no post-petition interest is allowed in such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofproceeding). The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of its GuaranteeNote Guarantee herein, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby. The obligations hereby and (y) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any such obligations declaration of each Guarantor, all other contingent and fixed liabilities acceleration of such Guarantor Guaranteed Obligations, such Guaranteed Obligations (whether or not due and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (iipayable) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder forthwith become due and payable by the Guarantors pursuant Guarantor for the purposes of this Note Guarantee. Each Guarantor also agrees to the provisions of these Guarantees; providedpay any and all fees, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of costs and any premium expenses (including attorneys’ fees and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantorsexpenses) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered incurred by the Collateral Agent, Trustee shall or the Holders in no way affect or limit such Guarantor’s Guarantee enforcing any rights under this Section 130110.1.

Guarantee. The Guarantors jointly and severally hereby fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this IndentureIndenture (each a “Guaranteed Securities Obligation” and, collectively, “the Guaranteed Securities Obligations”). The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance agrees with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Guarantee Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Initial Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity from time to time of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its GuaranteeCompany Preferred Securities, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) subject to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees limitations set forth in this Section 1301 Guarantee, to pay in full to the Initial Holder and each subsequent Holder of Company Preferred Securities, whether such rights under this Guarantee are asserted by reason the Guarantee Trustee or directly by any such Holder (without duplication of his amounts theretofore paid to the Holders of the Company Preferred Securities by the Company), regardless of any defense, right of set-off or its status counterclaim that the Company may have or assert: (i) on each Mandatory Dividend Payment Date, Dividends on the Company Preferred Securities in an amount equal to the Mandatory Dividend Payment Amount; (ii) on each other Dividend Payment Date, Dividends (if any) on the Company Preferred Securities that have become Definitive Dividends as to such stockholderDividend Payment Date because the Guarantor did not deliver a No Dividend Instruction (as defined in the LLC Agreement); (iii) on each Redemption Date, officerthe Redemption Price payable with respect to the Company Preferred Securities called for redemption by the Company; (iv) upon any voluntary or involuntary dissolution, directorliquidation or winding up of the Company, employee or incorporator. The Guarantees the Liquidation Distribution; and (v) any Additional Amounts payable by the Company with respect to the payment set forth in clauses (i) through (iv), above, under the LLC Agreement; (collectively, the "Guarantee Payments"); provided that, if a Bankruptcy Event has occurred as to the Guarantor, the Guarantee Payments payable under clause (i), (ii), (iii) and (iv) above of this Section 1301 4.01 shall not be valid an amount equal to the lesser of (A) the aggregate amount of Guarantee Payments pursuant to such clause of this Section 4.01 without giving effect to this proviso and (B) an amount calculated as (1) the remaining assets of the Guarantor in the related bankruptcy or become obligatory for insolvency proceeding after satisfaction of all claims which, as a matter of law, are prior to those of holders of this Guarantee or any purpose with respect Parity Guarantee multiplied by (2) a fraction, (x) the numerator of which is the aggregate amount of Guarantee Payments pursuant to a Security until such clause of this Section 4.01 without giving effect to this proviso and (y) the certificate denominator of authentication which is the aggregate principal or face amount of all claims under this Guarantee and the Parity Guarantees. All Guarantee Payments shall include interest accrued on such Security shall have been signed by or on behalf Guarantee Payments, at a rate per annum equal to the stated Dividend Rate of the Trustee. For Company Preferred Securities, since the avoidance of doubt, the fact that none date of the Guarantors claim asserted under this Guarantee relating to such Guarantee Payments. (including, without limitation, b) The Guarantor's obligation to make any New Guarantorsof the payments listed in (i) have or will execute any Security, or any notation through (iii) of their Guarantees on any Security, authenticated and delivered subsection (a) above may be satisfied by direct payment of the required amounts (which shall be in United States dollars) by the Trustee shall in no way affect Guarantor to the Holders or limit by causing the Company to pay such Guarantor’s Guarantee under this Section 1301amounts to the Holders.

Guarantee. The (a) Notwithstanding any provision of this Article XI to the contrary, the provisions of this Article XI relating to the Subsidiary Guarantors jointly shall be applicable only to, and severally hereby fully and unconditionally guarantee inure solely to each Holder the benefit of, the Securities of a Security any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each series authenticated of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and delivered by absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of of, and any premium premium, if any, and interest on such Security (the Securities and any Additional Amounts and all other amounts due and payable under this Indenture and the Securities by the Issuer in respect thereof)Issuers, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security the Securities and of this Indenture. The , subject to the limitations set forth in Section 11.03. (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances same immediately. Each of the TrusteeGuarantees hereunder is intended to be a general, its agents, officers, employees unsecured obligation of the related Subsidiary Guarantor and directors, will be subordinated in right of payment to all unsecured and any other amounts, including indemnification amounts, due to unsubordinated Debt of such Subsidiary Guarantor. Each of the Trustee under Section 607. The Subsidiary Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor full, unconditional and not merely a surety, and shall be absolute and unconditionalabsolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, any invalidityits Guarantee, irregularity or unenforceability the Guarantee of any Security of any series other Subsidiary Guarantor or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any Security of judgment against the Issuers or any series Subsidiary Guarantor, or this Indenture, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee without first proceeding against the Issuers 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 Issuers 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 Issuers, 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 Issuers, 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 Issuers or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . (e) Each of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Subsidiary Guarantors each hereby waive (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger the merger, insolvency or bankruptcy of the IssuerIssuers or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged with respect to any Security except by payment in full complete performance of such Guarantee. Each of the principal thereof and Subsidiary Guarantors further agrees that if at any premium and interest thereon time all or as provided in Article Fourany part of any payment theretofore applied by any Person to its Guarantee is, Section 802 or Article Thirteen. The Guarantors each further agree thatmust be, as between such Guarantorrescinded or returned for any reason whatsoever, on the one handincluding, and the Holders and the Trustee, on the other handwithout limitation, the Maturity insolvency, bankruptcy or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Issuers or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willSubsidiary Guarantors, taking into accountsuch Guarantee shall, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not constitute a breach been made. (f) Each of applicable law. The the Subsidiary Guarantors shall be subrogated to all rights of each Holder of Securities the Holders and the Trustee against the Issuer Issuers in respect of any amounts paid to by such Holder by the Guarantors Subsidiary Guarantor pursuant to the provisions of these Guaranteesthis Indenture; provided, however, that the Guarantors such Subsidiary Guarantor, shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal all of and any premium and interest on all the Securities of the same such series and of like tenor the related Guarantees shall have been paid in full. No past, present full or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301discharged.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee and to the Trustee the due and punctual prompt payment of the principal of (including any amount due in respect of original issue discountand premium, if any) of and any premium and interest on such Security (and the due and prompt payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such principal, its agentspremium, officersinterest or sinking fund payment, employees the Guarantor hereby agrees to cause any such payment to be made promptly when and directorsas the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Company. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, or any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, provided however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof of (and any premium and interest thereon or as provided in Article Fourpremium, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (iif any) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporatorSecurity. The Guarantees set forth in this Section 1301 shall constitute guarantees of payment and not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301collection.

Guarantee. (a) The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees (the “Guarantee”) due payment and performance to each Holder of a Security of each series authenticated the Trustee, for and delivered by the Trustee the due and punctual payment on behalf of the Holders, forthwith after demand, of all the obligations of the Company under this Supplemental Indenture or under the Notes to pay the principal of (including any amount due in respect of original issue discountand premium, if any) of and any premium and interest on such Security (the Notes when due and any Additional Amounts payable at Maturity, and all other amounts payable by the Issuer in respect thereof), when and as the same shall due or to become due under or in connection with this Supplemental Indenture, the Notes and payable, whether at the Stated Maturity, by declaration performance of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay all other obligations to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, all amounts due to the Trustee under Section 607507 of the Indenture) and the Holders of the Notes which obligations arise under this Supplemental Indenture and the Notes, according to the terms hereof and thereof, including any applicable grace periods (the “Guaranteed Obligations”). The Guarantors each hereby agree that its obligations hereunder Guarantee shall be an unsecured, unsubordinated obligation of the Guarantor ranking pari passu with other present and future unsecured, unsubordinated obligations of the Guarantor. (b) The Guarantor agrees that, without obtaining the consent of or giving notice to the Guarantor, the Trustee may vary this Supplemental Indenture or the Indenture, as if it were provided herein and therein, grant extensions of time or other indulgences, take and give up securities, grant releases and discharges and otherwise deal with the Company and other parties as the Trustee may see fit and may apply all monies received from the Company or others or from securities upon such part of the Company’s liability as the Trustee may think best without prejudice to or in any way limiting or lessening the liability of the Guarantor under this Supplemental Indenture. (c) The Guarantee shall be a principal debtor continuing guarantee of all the Guaranteed Obligations and shall apply to any ultimate balance due or remaining unpaid to the Holders of the Notes. The Guarantee shall not merely be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money which may at any time be or become owing or due or remain unpaid to the Holders of the Notes. (d) The Guarantee shall not be discharged or otherwise affected by any change in the name, objects, businesses, assets, capital structure or constitution of the Company or the Guarantor, or by any merger or amalgamation of the Company or the Guarantor with any Person or Persons, except as otherwise provided in this Supplemental Indenture or the applicable provisions of the Indenture. In the case of the Company being amalgamated with another corporation, the Guarantee shall apply to the liabilities of the resulting corporation, and the term “Company” shall include each such resulting corporation. (e) All monies, advances, renewals and credits in fact borrowed or obtained by the Company under this Supplemental Indenture shall be deemed to form part of the liabilities hereby guaranteed notwithstanding any limitation of status or of power of the Company or of the directors or agents thereof or that the Company may not be a suretylegal entity or any irregularity, defect or informality in the borrowing or obtaining of such monies, advances, renewals or credits. (f) The obligations of the Guarantor hereunder are and shall be absolute and unconditional, irrespective of, unconditional and any moneys or amounts expressed to be owing or payable by the Guarantor hereunder which may not be recoverable from the Guarantor on the basis of a guarantee or as surety shall be unaffected by, any invalidity, irregularity recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof. (g) The Trustee shall not be bound to exhaust its recourse against the Company or unenforceability other parties before being entitled to demand payment from or performance by the Guarantor and enforce its rights under this Supplemental Indenture. (h) Any account settled or stated by or between the Trustee and the Company in relation to this Supplemental Indenture shall be accepted by the Guarantor as conclusive evidence that the balance or amount thereby appearing due by the Company to the Trustee is so due. (i) The Guarantor shall make payment to the Trustee of the amount of the liability of the Guarantor forthwith after demand therefor is made in writing during the continuance of any Security Event of any series or this Indenture, any failure Default and such demand shall be conclusively deemed to enforce have been effectually made when delivered in accordance with the notice provisions set forth herein and the liability of any Security the Guarantor shall bear interest from the date of any series or this Indenture, any waiver, modification or indulgence granted to such demand at the Issuer with respect thereto, rate borne by the Holder Notes, such interest to be calculated monthly based on the number of any Security of any series or days elapsed and to be deemed payable on the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge first Business Day of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration month in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited immediately preceding month or upon demand, whichever is earlier. (ij) to All amounts payable by the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee this Supplemental Indenture shall be paid without set-off or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance counterclaim and without any deduction or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) withholding whatsoever unless and to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors the Guarantor shall be subrogated prohibited by law from doing so, in which case the Guarantor shall, only to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to extent such Holder by a similar requirement is imposed on the Guarantors Company pursuant to this Supplemental Indenture, pay to the provisions of these Guarantees; provided, however, Trustee such additional amount as shall be necessary to ensure that the Guarantors shall not be entitled to enforceTrustee receives the full amount it would have received if no such deduction or withholding had been made. (k) The Guarantor acknowledges that, in any suit, action or to receive any payments proceeding arising out of or based uponrelating to the Notes, such right of subrogation until the principal of Guarantee or this Supplemental Indenture, it irrevocably submits and any premium and interest on all attorns to the Securities non-exclusive jurisdiction of the same series and courts of like tenor shall have been paid in fullthe Province of Ontario. No pastIn addition, present to the extent that the Guarantor has or future stockholder, officer, director, employee or incorporator hereafter may acquire any immunity from jurisdiction of any Guarantor shall have court or from any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose legal process with respect to a Security until itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the certificate of authentication on such Security shall have been signed above-referenced documents, to the extent permitted by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301law.

Guarantee. The Guarantors Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally hereby fully and unconditionally guarantee with each other Guarantor, to each Holder of a Security of each series authenticated the Notes, and delivered by the Trustee the due full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Issuers under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuers or any Guarantor whether or not a claim for post-filing or Post-Petition Interest is allowed in such Security proceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. To evidence its Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any Additional Amounts and right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other amounts payable by than payment of the Issuer Guaranteed Obligations in respect thereoffull), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuers or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuers; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, interest and Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Guaranteed Obligations when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by declaration of acceleration, call for by redemption or otherwise, in accordance with the terms each Guarantor hereby promises to and will, upon receipt of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of written demand by the Trustee, its agentsforthwith pay, officersor cause to be paid, employees and directorsin cash, and any other amounts, including indemnification amounts, due to the Holders or the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability prohibited by law) (including interest accruing after the filing of any Security petition in bankruptcy or the commencement of any series insolvency, reorganization or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted like proceeding relating to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, Issuers or any other circumstances which may otherwise constitute Guarantor whether or not a legal claim for post-filing or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no Post-Petition Interest is allowed in such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofproceeding). The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of its Guarantee, but not Guarantee herein and (y) in the case event of any stay, injunction or other prohibition preventing such declaration of acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor Guaranteed Obligations, such Guaranteed Obligations (whether or not due and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (iipayable) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder forthwith become due and payable by the Guarantors pursuant Guarantor for the purposes of this Guarantee. Each Guarantor also agrees to the provisions of these Guarantees; providedpay any and all fees, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of costs and any premium expenses (including attorneys’ fees and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantorsexpenses) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered incurred by the Trustee shall or the Holders in no way affect or limit such Guarantor’s Guarantee enforcing any rights under this Section 1301Section.

Guarantee. (a) The Guarantors jointly Guarantor hereby unconditionally, absolutely and severally hereby fully irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and unconditionally guarantee to each Holder of a Security of each series authenticated their respective successors, indorsees, transferees and delivered assigns, the prompt and complete payment and performance by the Trustee the Borrower from time to time as and when due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. Obligations. (b) The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Guarantor further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited agrees (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, pay any and all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent or any New Guarantors) have or will execute any SecurityLender in enforcing, or obtaining advice of counsel in respect of, any notation rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guarantee, (ii) to pay any and all reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto and (iii) to pay, indemnify and hold the Administrative Agent and each Lender and each of their Guarantees on directors, officers, employees, agents and Affiliates (collectively, the “Indemnified Parties”) harmless from and against any Securityand all claims, authenticated losses, damages, obligations, liabilities, penalties, costs and delivered expenses (including, without limitation, reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such Indemnified Party as a result of, arising from or in any way relating to this Guarantee or the collection or enforcement of the Obligations against the Guarantor (collectively, the “Indemnified Liabilities”); provided, that the Guarantor shall have no obligation hereunder to any Indemnified Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of Credit shall be outstanding and the Revolving Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) No payment or payments made by the Trustee Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations until the Obligations are paid in full, no way affect Letter of Credit shall be outstanding and the Revolving Commitments are terminated. (d) The Guarantor agrees that whenever, at any time, or limit from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Guarantor’s Guarantee Lender in writing that such payment is made under this Section 1301Guarantee for such purpose.

Guarantee. (a) The Guarantors jointly Guarantor hereby unconditionally, absolutely and severally hereby fully irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and unconditionally guarantee to each Holder of a Security of each series authenticated their respective successors, indorsees, transferees and delivered assigns, the prompt and complete payment and performance by the Trustee the Borrower from time to time as and when due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. Obligations. (b) The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Guarantor further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited agrees (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, pay any and all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent or any New Guarantors) have or will execute any SecurityLender in enforcing, or obtaining advice of counsel in respect of, any notation rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guarantee, (ii) to pay any and all reasonable out-of-pocket expenses (including, without limitation, all fees and disbursements of counsel actually incurred) which may be paid or incurred by the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto and (iii) to pay, indemnify and hold the Administrative Agent and each Lender and each of their Guarantees on directors, officers, employees, agents and Affiliates (collectively, the “Indemnified Parties”) harmless from and against any Securityand all claims, authenticated losses, damages, obligations, liabilities, penalties, costs and delivered expenses (including, without limitation, reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such Indemnified Party as a result of, arising from or in any way relating to this Guarantee or the collection or enforcement of the Obligations against the Guarantor (collectively, the “Indemnified Liabilities”); provided, that the Guarantor shall have no obligation hereunder to any Indemnified Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) No payment or payments made by the Trustee Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments made by the Guarantor in no way affect respect of the Obligations or limit payments received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations until the Obligations are paid in full and the Commitments are terminated. (d) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Guarantor’s Guarantee Lender in writing that such payment is made under this Section 1301Guarantee for such purpose.

Guarantee. The Guarantors Subject to the provisions of this Article 11, each Guarantor hereby jointly and severally hereby fully unconditionally and unconditionally guarantee irrevocably guarantees to each Holder and to the Trustee, on behalf of a Security of each series authenticated and delivered by the Trustee Holders, (i) the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)each Senior Note, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, and premium, if any, and interest on the Senior Notes, to the extent lawful, and the due and punctual performance of all other Obligations of the Company to the Holders or the Trustee all in accordance with the terms of such Security Senior Note and of this Indenture. The Guarantors jointly , and severally hereby agree to pay to (ii) in the Trustee case of any amount extension of time of payment or renewal of any Senior Notes or any of such other Obligations, that the same will be promptly paid in full when due it for or performed in accordance with the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances terms of the Trusteeextension or renewal, its agentsat stated maturity, officersby acceleration or otherwise. Each Guarantor, employees and directorsby execution of the Guarantee, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations thereunder and hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series such Senior Note or this Indenture, any failure to enforce the provisions of any Security of any series such Senior Note or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series such Senior Note or the Trustee, any release of any Collateral, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; providedsuch Guarantor. Each Guarantor, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent by execution of the GuarantorsGuarantee, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security such Senior Note or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its the Guarantee will not be discharged with respect as to any Security such Senior Note except by payment in full of the principal thereof and any thereof, premium if any, and interest thereon or and as provided in Article FourSection 9.1 hereof. If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor or any Custodian, Section 802 trustee, liquidator or Article Thirteenother similar official acting in relation to either the Company or any Guarantor, any amount paid by either the Company or any Guarantor to the Holder or Trustee, each Guarantor's Guarantee, to the extent therefor discharged, shall be reinstated in full force and effect. The Guarantors each Each Guarantor, by execution of the Guarantee, further agree agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the Maturity maturity of the obligations Obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article Five 6 hereof for the purposes of its the Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willthereby, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to in the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect event of any amounts paid 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 each Guarantor for the purpose of the Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Senior Notes under any Guarantee provided for in this Article 11 and not discharged. Failure to make such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors demand shall not be entitled to enforce, affect the validity or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities enforceability of the same series and of like tenor shall have been paid in fullGuarantee upon any Guarantor. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 A Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until Senior Note unless the certificate of authentication on such Security Senior Note shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors Each Guarantor also agrees to pay any and all costs and expenses (including, without limitation, any New Guarantorsincluding reasonable attorney's fees and expenses) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered incurred by the Trustee shall as a representative of any Holder in no way affect or limit such Guarantor’s Guarantee enforcing any rights under this Section 1301section.

Guarantee. The (a) Each of Guarantors absolutely and unconditionally, jointly and severally hereby fully severally, guarantees and unconditionally guarantee agrees to be liable for the full and indefeasible payment and performance when due of the following (all of which are collectively referred to herein as the "Guaranteed Obligations"): (i) all obligations, liabilities and indebtedness of any kind, nature and description of Borrower to each Holder of a Security of each series authenticated Lenders' Agent, Lenders and/or their respective affiliates, including principal, interest, charges, fees, costs and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)expenses, when and as the same shall become due and payablehowever evidenced, whether at the Stated Maturityas principal, by declaration of accelerationsurety, call for redemption endorser, guarantor or otherwise, in accordance with whether arising under the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the TrusteeLoan Agreement, or any other circumstances which may otherwise constitute a legal Financing Agreements, whether now existing or equitable discharge of a surety hereafter arising, whether arising before, during or guarantor; provided, however, that, notwithstanding after the foregoing, no such waiver, modification initial or indulgence shall, without the consent any renewal term of the Guarantors, increase Loan Agreement or after the principal amount commencement of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice case with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability Borrower under the Guarantees set forth in this Section 1301 by reason of his United States Bankruptcy Code or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case and including loans, interest, fees, charges and expenses related thereto and all other obligations under the Financing Agreements of Borrower or its successors to each of Lenders' Agent and Lenders arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured and (ii) all expenses (including, without limitation, reasonable attorneys' fees and legal expenses) incurred by each of Lenders' Agent and Lenders in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower's obligations, liabilities and indebtedness as aforesaid to each of Lenders' Agent and Lenders' the rights of Lenders' Agent or Lenders in any New collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Lenders' Agent or Lenders directly or indirectly arising out of or related to the relationships between Borrower, any of Guarantors or any other Obligor (as hereinafter defined) and Lenders' Agent or Lenders under the Financing Agreements, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrower or any of Guarantors under the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a guaranty of payment and not of collection. Each of Guarantors agrees that Lenders' Agent need not attempt to collect any Guaranteed Obligations from Borrower, any one of Guarantors or any other Obligor or to realize upon any collateral, but, in the event that any of the Guaranteed Obligations shall not be paid in full when the same becomes due and payable whether by maturity, acceleration or otherwise, or at any time thereafter, may require any one of Guarantors to make immediate payment of such Guaranteed Obligations to Lenders' Agent or Lenders. Lenders' Agent and each of Lenders may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including reasonable attorneys' fees and legal expenses incurred by each of Lenders' Agent or Lenders with respect thereto or otherwise chargeable to Borrower or Guarantors) have and in such order as Lenders' Agent or will execute Lenders may elect. (c) Payment by Guarantors shall be made to Lenders' Agent at the office of Lenders' Agent from time to time on demand as Guaranteed Obligations become due. Guarantors shall make all payments to Lenders' Agent and Lenders on the Guaranteed obligations free and clear of, and without deduction or withholding for or on account of, any Securitysetoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against any of Guarantors either in the same action in which Borrower or any of the other Guarantors or any other Obligor is sued or in separate actions. In the event any claim or action, or any notation of their Guarantees action on any Securityjudgment, authenticated and delivered based on this Guarantee is brought against any of Guarantors, each of Guarantors agrees not to deduct, set off, or seek any counterclaim for or recoup any amounts which are or may be owed by the Trustee shall in no way affect Lenders' Agent or limit such Guarantor’s Guarantee under this Section 1301Lenders to any of Guarantors.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally agrees with the Class B Preferred Guarantee Trustee and the Holders from time to time of the Class B Preferred Securities, subject to the limitations set forth in this Class B Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to each Holder of a Security of each series authenticated and delivered such Holders (whether such rights under this Class B Preferred Guarantee are asserted by the Class B Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Company), regardless of any defense, right of set-off or counterclaim that the Company may have or assert, of: (i) Capital Payments due and punctual payment payable on the Class B Preferred Securities on each Class B Payment Date for the then current Class B Payment Period, if declared by the Board of Directors of the principal (Company or deemed declared pursuant to the LLC Agreement, in the amounts and in the manner set forth in the LLC Agreement, including any amount due in respect Arrears of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become Payments that are due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoeverthe Class B Preferred Securities, and covenants that its Guarantee will not be discharged including any Additional Amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (ii) on any Class B Redemption Date, the Redemption Price for each Class B Preferred Security except called for redemption by payment the Company in full accordance with the provisions of the principal thereof LLC Agreement; and (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Company, liquidation preference amount of the Class B Preferred Securities, plus accrued and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, unpaid Capital Payments on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration Class B Preferred Securities in respect of the obligations guaranteed herebythen current Class B Payment Period to but excluding the date of liquidation, plus, with respect to the Upper Tier 2 Percentage only, Arrears of Payments that are due and payable, and plus any Additional Amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (collectively, the “Class B Preferred Guarantee Payments”). All Class B Preferred Guarantee Payments shall include interest accrued on such Class B Preferred Guarantee Payments, at a rate per annum equal to the Stated Rate of the Class B Preferred Securities, since the date of the claim asserted under this Class B Preferred Guarantee relating to such Class B Preferred Guarantee Payments. (b) The obligations Guarantor’s obligation to make any of each Guarantor hereunder will be limited the payments listed in (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) of subsection (a) above may be satisfied by direct payment of the required amounts by the Guarantor to the extent otherwise necessary so that Holders or by causing the Company to pay such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Holders.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal (of, and premium, if any, and interest [including any amount due in respect Additional Interest], if any, on the Securities of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), series when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption redemption, or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentsthe Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the Stated Maturity or by declaration of acceleration, employees and directorscall for redemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Company. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Security of any series or this Indenture, any failure to enforce the provisions of any such Security of any series or this Indenture, or any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any such Security of any series or the Trustee, Trustee or any other circumstances circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Security such Security, or increase the interest rate thereon thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. The Guarantors each Guarantor hereby waive waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders exhaust any right or take any action against the Company or any other Person, 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 Issuer, the benefit of discussionCompany, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty 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 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, 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 except by payment shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenotherwise discharged. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the Holders of the Securities upon which its Guarantee is endorsed against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor on account of such Securities pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal of of, and any premium premium, if any, and interest interest, if any, on all the Securities of the same series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of This Guarantee shall remain in full force and effect and continue notwithstanding any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed petition filed by or on behalf against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Trustee. For Company's assets, and shall, to the avoidance fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any notation of their Guarantees part thereof, is rescinded, reduced, restored or returned on any a Security, authenticated such Security shall, to the fullest extent permitted by law, be reinstated and delivered deemed paid only by the Trustee shall in no way affect such amount paid and not so rescinded, reduced, restored or limit such Guarantor’s Guarantee under this Section 1301returned.

Guarantee. The Guarantors jointly Subject to the provisions of this Article Sixteen, Guarantor hereby fully, unconditionally and severally hereby fully and unconditionally guarantee irrevocably guarantees on a senior unsecured basis to each Holder of a Security any series of each series authenticated Securities and delivered by to the Trustee on behalf of the due Holders of the Securities, the full and punctual payment (whether at maturity, upon redemption, or otherwise) of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Security (and any Additional Amounts and other amounts payable by with respect to each of the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, Securities in accordance with the terms of such Security Securities, any Coupons appertaining thereto and of this Indenture. The Guarantors jointly and severally hereby agree Upon failure by the Company to pay punctually any such amount with respect to a series of Securities, Guarantor shall forthwith on demand pay the Trustee any amount due it for not so paid with respect to such series of Securities at the compensation (as per place and in the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or manner specified in this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any such Security or the indebtedness debt evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that that, except as set forth in Section 1604(1), its Guarantee will not be discharged with respect as to any Security such series of Securities except by payment in full of the principal thereof and of, any premium and interest thereon on and any Additional Amounts with respect to such Securities in accordance with the terms of such Securities, any Coupons appertaining thereto and this Indenture or by discharge and/or defeasance pursuant to Section 401 or 402, as applicable. The maturity of the obligations guaranteed hereby may be accelerated as provided in Article FourFive for the purposes of this Article Sixteen. In the event of any declaration of acceleration of such obligations as provided in Article Five which is not thereafter rescinded or annulled or otherwise waived pursuant to this Indenture or the relevant Securities, such obligations (whether or not due and payable) shall forthwith become due and payable by Guarantor for the purpose of this Article Sixteen, for so long as such declaration of acceleration with respect to the applicable Securities has not been rescinded or annulled or such default has not been waived. If the Trustee or the Holder of any Security is required by any court or otherwise to return to the Company or Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or Guarantor, any amount paid to the Trustee or such Holder in respect of a Security, this Guarantee, subject to Section 802 or Article Thirteen1604(1), to the extent theretofore discharged, shall be reinstated in full force and effect with respect to such series of Securities. The Guarantors each Guarantor further agree agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantorit, on the one hand, and the Holders of such series of Securities and the Trustee, on the other hand, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition existing under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under hereby further agrees that its Guarantee or pursuant to its contribution obligations under this IndentureIndenture and the Securities shall be unconditional, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach regardless of the rules governing financial assistancevalidity, corporate purposeregularity or enforceability of this Indenture or the Securities, ultra ▇▇▇▇▇the absence of any action to enforce this Indenture or the Securities, impairment any waiver or consent by any Holder of statutory capital the Securities with respect to any provisions of this Indenture or similar capital restrictions under applicable law and/or (ii) the Securities, any modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to the extent enforce any such judgment, or any other circumstance that might otherwise necessary so that such obligations do not constitute a breach legal or equitable discharge or defense of applicable lawa Guarantor. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; providedGuarantor hereby irrevocably defers, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and of, any premium and interest on all and any Additional Amounts with respect to the relevant series of Securities of the same series and of like tenor shall have been paid in full, any claim or other rights which it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders of such Securities against the Company or any collateral which any such Holder of such Securities or the Trustee on behalf of such Holder of such Securities hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. No pastIf any amount shall be paid to Guarantor in violation of the preceding sentence and the principal of, present or future stockholderany premium and interest on and any Additional Amounts with respect to each of the relevant Securities shall not have been paid in full, officersuch amount shall be deemed to have been paid to Guarantor for the benefit of, directorand held in trust for the benefit of, employee or incorporator the Holders of such Securities, and shall forthwith be paid to the Trustee for the benefit of the Holders of such Securities to be credited and applied upon the principal of, any premium and interest on and any Additional Amounts with respect to each of such Securities. Guarantor shall have any personal liability under acknowledges that it will receive direct and indirect benefits from the Guarantees issuance of the Securities pursuant to this Indenture and that the waivers set forth in this Section 1301 by reason 1601 are knowingly made in contemplation of his or its status as such stockholder, officer, director, employee or incorporatorbenefits. The Guarantees Guarantee set forth in this Section 1301 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The (a) Notwithstanding any provision of this Article XI to the contrary, the provisions of this Article XI relating to the Subsidiary Guarantors jointly shall be applicable only to, and severally hereby fully and unconditionally guarantee inure solely to each Holder the benefit of, the Securities of a Security any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each series authenticated of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and delivered by absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of of, and any premium premium, if any, and interest on such Security (the Securities and any Additional Amounts and all other amounts due and payable under this Indenture and the Securities by the Issuer in respect thereof)Company, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security the Securities and of this Indenture. The , subject to the limitations set forth in Section 11.03. (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances same immediately. Each of the TrusteeGuarantees hereunder is intended to be a general, its agents, officers, employees unsecured obligation of the related Subsidiary Guarantor and directors, will be subordinated in right of payment to all unsecured and any other amounts, including indemnification amounts, due to unsubordinated Debt of such Subsidiary Guarantor. Each of the Trustee under Section 607. The Subsidiary Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor full, unconditional and not merely a surety, and shall be absolute and unconditionalabsolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, any invalidityits Guarantee, irregularity or unenforceability the Guarantee of any Security of any series other Subsidiary Guarantor or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any Security of judgment against the Company or any series Subsidiary Guarantor, or this Indenture, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. (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; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . (e) Each of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Subsidiary Guarantors each hereby waive (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger the merger, insolvency or bankruptcy of the IssuerCompany or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged with respect to any Security except by payment in full complete performance of such Guarantee. Each of the principal thereof and Subsidiary Guarantors further agrees that if at any premium and interest thereon time all or as provided in Article Fourany part of any payment theretofore applied by any Person to its Guarantee is, Section 802 or Article Thirteen. The Guarantors each further agree thatmust be, as between such Guarantorrescinded or returned for any reason whatsoever, on the one handincluding, and the Holders and the Trustee, on the other handwithout limitation, the Maturity insolvency, bankruptcy or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Company or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willSubsidiary Guarantors, taking into accountsuch Guarantee shall, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not constitute a breach been made. (f) Each of applicable law. The the Subsidiary Guarantors shall be subrogated to all rights of each Holder of Securities the Holders and the Trustee against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Subsidiary Guarantor pursuant to the provisions of these Guaranteesthis Indenture; provided, however, that the Guarantors such Subsidiary Guarantor, shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal all of and any premium and interest on all the Securities of the same such series and of like tenor the related Guarantees shall have been paid in full. No past, present full or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301discharged.

Guarantee. The Guarantors jointly and severally hereby Unless otherwise specified in the terms of a Guarantee of a series of Securities under this Indenture, each person named as a Guarantor of a series of Securities under this Indenture, by being named as a Guarantor of such series of Securities, fully and unconditionally guarantee guarantees (i) (A) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee and (B) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwiseotherwise and (ii) to the Trustee on its behalf all amounts owed to the Trustee under this Indenture, in each case in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Issuers punctually to make any such payment, its agentseach such Guarantor agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and as if such payment were made by the Issuers. Each Guarantor, by being named as a Guarantor of any other amountsseries of Securities under this Indenture, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Issuers or any such Guarantor or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Each such Guarantor hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive 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 Issuers or any other Person or any collateral, filing of claims with a court in the event of merger insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer, the benefit of discussionIssuers, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Each such Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, such Guarantor agrees to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holders. Any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Issuers in respect of any amounts paid to by such Holder by the Guarantors Guarantor on account of such Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of Each Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Issuers for liquidation or reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeIssuers’ 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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitya Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly 10.1 YBS unconditionally and severally hereby fully and unconditionally guarantee irrevocably: (a) guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal Issuer and (including any amount due other than in respect of original issue discountLoans in respect of which the security expressed to be created by or pursuant to the Deed of Charge has been released by the Security Trustee (the Released Loans)) the Security Trustee the proper and punctual performance by the Seller of the Guaranteed Obligations in accordance with this Agreement and any premium unconditionally and interest on such irrevocably undertakes to each of the Issuer and (other than in respect of Loans in respect of which the security expressed to be created by or pursuant to the Deed of Charge has been released by the Security Trustee) the Security Trustee that if and each time the Seller does not properly perform the Guaranteed Obligations, YBS (or one of its subsidiaries) will procure that the Seller (or, failing which, YBS or one of its subsidiaries) carries out and any Additional Amounts and other amounts payable performs the Guaranteed Obligations forthwith upon first written demand by the Issuer or (other than in respect thereof)of the Released Loans) following the Security becoming enforceable, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance Security Trustee; and (b) agrees with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) Security Trustee that if any Guaranteed Obligation becomes unenforceable, invalid or illegal, it will, as an independent and reasonable expensesprimary obligation, disbursements and advances indemnify the Issuer and/or the Security Trustee immediately on demand against any cost, loss or liability it incurs as a result of the TrusteeSeller not paying any amount which would, its agentsbut for such unenforceability, officersinvalidity or illegality, employees and directors, and any other amounts, including indemnification amounts, due to have been payable by it on the Trustee under Section 607date when it would have been due. The Guarantors each hereby agree that its obligations hereunder shall be as amount payable by YBS under this indemnity will not exceed the amount it would have had to pay under this Clause 10 if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to amount claimed had been recoverable on the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge basis of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent guarantee. 10.2 The obligations of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued YBS under this Indenture and all demands whatsoever, and covenants that its Guarantee Clause 10 will not be discharged with respect to affected by an act, omission, matter or thing which, but for this Clause 10, would reduce, release or prejudice any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in Clause 10. 10.3 YBS waives any right it may have of first requiring the obligations Issuer or the Security Trustee to proceed against or enforce any other rights or security or claim for payment from any person before claiming from YBS under this Clause 10. This waiver applies irrespective of such Guarantor under its Guarantee not constituting any law or any provision of a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Transaction Document to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301contrary.

Guarantee. The Guarantors jointly and severally (a) Each Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on on, such Security, whether at the Final Maturity Date, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security (and any Additional Amounts and other amounts payable by this Indenture. In case of the failure of the Issuer in respect thereof)punctually to pay any such principal, premium, interest or any additional amounts, each Guarantor hereby agrees to cause any such payment to be made (without duplication) punctually when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of upon acceleration, call for redemption redemption, repayment or otherwise, in accordance with and as if such payment were made by the terms of such Security and of this IndentureIssuer. The Guarantors jointly Guarantee shall be unsecured and severally unsubordinated indebtedness of each Guarantor and rank equally with other unsecured and unsubordinated indebtedness of each Guarantor that is currently outstanding or that it may issue in the future. (b) Each Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Security of any series or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantorseach Guarantor, increase the principal amount of a such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. The Guarantors each Each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its the Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium and interest thereon on, and any additional amounts required with respect to, the Securities and the complete performance of all other payment obligations contained in the Securities. (c) The Guarantee shall continue to be effective or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree thatbe reinstated, as between such Guarantorthe case may be, if at any time payment on any Security, in whole or in part, is rescinded or must otherwise be repaid to the one handIssuer or any Guarantor upon the bankruptcy, and the Holders and the Trustee, on the other hand, the Maturity liquidation or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its GuaranteeIssuer, but not in the case of any stay, injunction Guarantor or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each otherwise. (d) Each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Security against the Issuer in respect of any amounts paid to such Holder by the Guarantors such Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors each Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and of, any premium and interest on on, and any additional amounts required with respect to, all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Security (on, and any Additional Amounts and other amounts payable by the Issuer in with respect thereof), when and as the same shall become due and payableto such Guaranteed Security, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Issuer punctually to pay any such principal, premium, interest or Additional Amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Issuer. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Guaranteed Security or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium and interest thereon on, and any Additional Amounts required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Guaranteed Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of the Issuer or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and of, any premium and interest on on, and any Additional Amounts required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past* * * * * This instrument may be executed in any number of counterparts, present or future stockholdereach of which so executed shall be deemed to be an original, officer, director, employee or incorporator of any Guarantor but all such counterparts shall have any personal liability under together constitute but one and the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301same instrument.

Guarantee. The Guarantors For value received, each of the undersigned hereby absolutely, fully and unconditionally and irrevocably guarantees, jointly and severally hereby fully and unconditionally guarantee with each other Guarantor, to each Holder the holder of a this Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such this Security (upon which these Guarantees are endorsed in the amounts and any Additional Amounts and other amounts payable by at the Issuer in respect thereof), time when and as the same shall become due and payable, payable whether at the Stated Maturity, by declaration of accelerationthereof, call for redemption or otherwise, and interest on the overdue principal and interest, if any, of this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to the holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security and Article Thirteen of the Indenture. This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Security. These Guarantees shall be governed by and construed in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances laws of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability State of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shallNew York, without the consent regard to conflict of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption law principles thereof. The Guarantors each hereby waive diligenceIndebtedness evidenced by these Guarantees is, presentment, demand of payment, filing of claims with a court to the extent and in the event manner provided in the Indenture, subordinate and subject in right of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by prior payment in full of the principal thereof and any premium and interest thereon or as provided in Article Fourall Senior Guarantor Indebtedness, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, whether outstanding on the one handdate of the Indenture or thereafter, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition Guarantees are issued subject to such obligations of each Guarantorprovisions. Dated: UAG NORTHEAST BODY SHOP, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this IndentureINC. LANDERS UNITED AUTO GROUP NO. 2, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistanceINC. ▇▇G SOUTHEAST, corporate purposeINC. UAG DULUTH, ultra INC. UNITED NISSAN, INC. (GA) PEACHTREE NISSAN, INC. UAG TEXAS, INC. UAG TEXAS II, INC. UAG EAST, INC. PALM AUTO PLAZA, INC. FLORIDA CHRYSLER PLYMOUTH, INC. WEST PALM NISSAN, INC. NORTHLAKE AUTO FINISH, INC. JS IMPORTS, INC. WEST PALM AUTO MALL, INC. AUTO MALL PAYROLL SERVICES, INC. UAG CAROLINA, INC. REED-LALLIER CHEVROLET, INC. MICH▇▇▇ ▇▇▇▇▇▇▇▇T-OLDSMOBILE, impairment of statutory capital or similar capital restrictions under applicable law and/or INC. ▇▇▇▇ REED CHEVROLET, INC. UAG PAR▇▇▇▇▇▇ ▇▇TORS, INC. UAG KISSIMMEE MOTORS, INC. UNITED AUTOCARE, INC. UNITED AUTOCARE PRODUCTS, INC. UNITED AUTO FOURTH FUNDING, INC. UNITED AUTO FIFTH FUNDING, INC. UAG FINANCE COMPANY, INC. ATLANTIC AUTO FUNDING CORPORATION ATLANTIC AUTO SECOND FUNDING CORPORATION ATLANTIC AUTO THIRD FUNDING CORPORATION UAG HOUSTON ACQUISITION, LTD. UAG INTERNATIONAL HOLDINGS, INC. UAG REALTY, LLC UNITED AUTO FINANCE, INC. UAG CONNECTICUT I, LLC UAG ATLANTA IV MOTORS, INC. UAG TULSA HOLDINGS, LLC By: __________________________ Name: James R. Davidson Title: Tre▇▇▇▇▇▇ Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Secretary UAG CHCC, INC. LRP, LTD. By: ____________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇asurer Attest: ______________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary UAG NORTHEAST, INC. DIFEO PARTNERSHIP, INC. UAG HUDSON, INC. SOMERSET MOTO▇▇ ▇▇▇. LANDERS AUTO SALES, INC. L▇▇▇▇▇▇ UNITED AUTO GROUP NO. 6, INC. LANDERS BUICK-PONTIAC, INC. ▇▇▇▇▇RS FORD NORTH, INC. U▇▇▇▇▇ ▇ISSAN, INC. (iiNV) to the extent otherwise necessary so that such obligations do not constitute UNITED NISSAN, INC (TN) UAG WEST, INC. SA AUTOMOTIVE, LTD. SL AUTOMOTIVE, LTD. SPA AUTOMOTIVE, LTD. SUN MOTORS, LTD. SCOTTSDALE MANAGEMENT GROUP, LTD. SAU AUTOMOTIVE, LTD. SK MOTORS, LTD. KMT/UAG, INC. RELENTLESS PURSUIT ENTERPRISES, INC. TRI-CITY LEASING, INC. HT AUTOMOTIVE, LTD. WESTBURY SUPERSTORE, LTD. UNITED AUTO DODGE OF SHREVEPORT, INC. COVINGTON PIKE DODGE, INC. ▇▇▇ ▇▇▇ G▇▇▇▇LAND DODGE, INC. UAG GRACELAND II, INC. UAG MEMPHIS II, INC. UAG MEMPHIS IV, INC. UAG MEMPHIS V, INC. UAG-CARIBBEAN, INC. DAN YOUNG CHEVROLET, INC. ▇▇▇▇▇ ▇▇▇AGEMENT GROUP, INC. UAG YOUNG II, INC. UAG CLASSIC, INC. CLASSIC AUTO GROUP, INC. CLASSIC MANAGEMENT COMPANY, INC. CLASSIC IMPORTS, INC. CLASSIC MOTOR SALES, LLC D. YOUNG CHEVROLET LLC DAN ▇▇▇▇▇ ▇OTORS LLC UAG Y▇▇▇▇ ▇▇▇▇MOTIVE GROUP LLC YOUNG AUTOMOTOVE HOLDINGS LLC EUROPA AUTO IMPORTS, INC. UAG LAKE NORMAN, LLC UAG INDIANAPOL▇▇, ▇▇C MOTORCARS ACQUISITION, LLC MOTORCARS ACQUISITION II, LLC MOTORCARS ACQUISITION III, LLC SCOTTSDALE FERRARI, LLC UAG OLDSMOBILE OF INDIANA, LLC GOODSON NORTH, LLC GOODSON ▇▇▇▇▇▇C GMC, LLC G▇▇▇▇▇▇ SPRING BRANCH, LLC ▇▇▇▇▇▇R FORD WEST, LLC UAG CERRITOS, LLC UAG CONNECTICUT, LLC UAG FAIRFIELD CA, LLC UAG FAIRFIELD CM, LLC UAG FAIRFIELD CP, LLC UAG LANDERS SPRINGDALE, LLC UA▇ ▇▇▇▇▇R ACQUISITION, LLC UAG MICHIGAN CADILLAC, LLC UAG MICHIGAN PONTIAC-GMC, LLC UAG MICHIGAN T1, LLC UAG MICHIGAN TMV, LLC UAG PHOENIX VC, LLC UAG SPRING, LLC UNITED RANCH AUTOMOTIVE, LLC UAG CHEVROLET, INC. UAG FAIRFIELD CV, LLC BRETT MORGAN CHEVROLET-GEO, INC. ▇▇▇, LLC MOTORCARS ACQUISITION IV, LLC UAG NANUET I, LLC UAG NANUET II, LLC NISSAN OF NORTH OLMSTED, LLC LANDERS NISSAN, LLC UAG FA▇▇▇▇▇▇▇LLE I, LLC UAG FAYETTEVILLE II, LLC UAG FAYETTEVILLE III, LLC By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇retary Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary DIFEO HYUNDAI PARTNERSHIP DIFEO NISSAN PARTNERSHIP DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP DIFEO LEASING PARTNERSHIP DANBURY AUTO PARTNERSHIP DIFEO TENAFLY PARTNERSHIP OCT PARTNERSHIP HUDSON MOTORS PARTNERSHIP ▇▇▇▇▇▇ AUTO GROUP PARTNERSHIP SOMERSET MOTORS PARTNERSHIP By:DIFEO PARTNERSHIP, INC. A general partner By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇retary Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary SHANNON AUTOMOTIVE, LTD. ▇▇:▇▇▇ TEXAS, INC., a breach of applicable lawgeneral partner By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary CLASSIC ENTERPRISES, LLC CLASSIC NISSAN OF TURNERSVILLE, LLC By:UAG CLASSIC, INC., Member By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇asurer Attest: __________________________ Name: Robert H. Kurnick, Jr. Title: Assistant Secretary LANDERS FORD, INC. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; providedNATIONA▇ ▇▇▇▇ FORD, howeverINC. CENTRAL FORD CENTER, that the Guarantors shall not be entitled to enforceINC. PIONEER FORD SALES, or to receive any payments arising out of or based uponINC. By: __________________________ Name: James R. Davidson Tit▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇asurer Attest: __________________________ Name: Robert H. Kurnick, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in fullJr. Title: Assistant Secretary CLASSIC TURNERSVILLE GMG MOTORS, INC. No pastKMPB, present or future stockholderLLC SCOTTSDALE JAGUAR, officerLTD. UNITED AUTO LICENSING, directorLLC CJNS, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholderLLC H.B.L. HOLDINGS, officerINC. LANTZSCH-ANDREAS ENTERPRISES, directorINC. LMNS, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubtLLC UAG VK, the fact that none of the Guarantors (includingLLC By: __________________________ Name: James R. Davidson T▇▇▇▇: ▇▇▇▇▇▇▇▇▇ Secretary Attest: __________________________ Name: Robert H. Kurnick, without limitationJr. Title: Assistant Secretary UAG TURNERSVILLE REALTY, any New Guarantors) have or will execute any SecurityLLC By: __________________________ Name: James R. Davidson T▇▇▇▇: ▇▇▇▇▇▇▇▇▇ Attest: __________________________ Name: Robert H. Kurnick, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.Jr. Title: Secretary ARTICLE THREE

Guarantee. (a) The Guarantors jointly Guarantor does hereby acknowledge that it is fully aware of the terms and severally conditions of the Trust Indentures, the Participation Agreements, the Equipment Notes and the transactions and the other documents contemplated thereby, and does hereby irrevocably and fully and unconditionally guarantee guarantee, as primary obligor and not as surety merely, to each Holder the Parties, as their respective interests may appear, the payment by Owner of all payment obligations when due under the Trust Indentures, the Participation Agreements and the Equipment Notes (such obligations of Owner guaranteed hereby being hereafter referred to, individually, as a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)“Guaranteed Obligation” and, when and collectively, as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, “Guaranteed Obligations”) in accordance with the terms of such Security and of this Indenturethe Financing Agreements. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each Guarantor does hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a suretyin the event that Owner fails to pay any Guaranteed Obligation when due for any reason (including, and shall be absolute and unconditionalwithout limitation, irrespective the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, and shall be unaffected byor other similar proceedings affecting the status, any invalidityexistence, irregularity assets or unenforceability obligations of Owner, or the disaffirmance with respect to Owner of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, Trust Indenture or any other circumstances Financing Agreement to which Owner is a party in any such proceeding) after the date on which such Guaranteed Obligation became due and payable and the applicable grace period has expired, the Guarantor shall pay or cause to be paid forthwith, upon the receipt of notice from the Indenture Trustee (such notice to be sent to Owner (to the extent the Indenture Trustee is not stayed or prevented from doing so by operation of law) and the Guarantor) stating that such Guaranteed Obligation was not paid when due after the applicable grace period has expired and stating the amount of such Guaranteed Obligation. (b) The obligations of the Guarantor hereunder shall not be, to the fullest extent permitted by law, affected by the genuineness, validity, regularity or enforceability (or lack thereof) of any of Owner’s obligations under any Trust Indenture or any other Financing Agreement to which Owner is a party, any amendment, waiver or other modification of any Trust Indenture or such other Financing Agreement (except that any such amendment or other modification shall be given effect in determining the obligations of the Guarantor hereunder), or by any substitution, release or exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to the extent that such substitution, release or exchange is not undertaken in accordance with the terms of the Financing Agreements) without the consent of the Guarantor, or by any priority or preference to which any other obligations of Owner may be entitled over Owner’s obligations under any Trust Indenture and the other Financing Agreements to which Owner is a party, or by any other circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (guarantor including, without limitation, any New Guarantorsdefense arising out of any laws of the United States of America or of any State thereof which would excuse, discharge, exempt, modify or delay the due or punctual payment and performance of the obligations of the Guarantor hereunder. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not, to the fullest extent permitted by law, affect the liability of the Guarantor hereunder: (a) have the extension of the time for or will execute waiver of, at any Securitytime or from time to time, without notice to the Guarantor, Owner’s performance of or compliance with any of its obligations under the Financing Agreements (except that such extension or waiver shall be given effect in determining the obligations of the Guarantor hereunder), (b) any assignment, transfer, lease or other arrangement by which Owner transfers possession or loses control of the use of any Aircraft, (c) any defect in the title, condition, design, operation or fitness for use of, or damage to or loss or destruction of, any Aircraft, whether or not due to the fault of Owner, (d) any merger or consolidation of Owner or the Guarantor into or with any other Person, or any notation sale, transfer, lease or disposal of their Guarantees on any Securityof its assets, authenticated (e) any issuance of Series C Equipment Notes or (f) any change in the ownership of any shares of capital stock of Owner. (c) This Guarantee is an absolute, present and delivered by the Trustee shall continuing guaranty of payment and performance and not of collection and is in no way affect conditional or limit contingent upon any attempt to collect from Owner any unpaid amounts due. The Guarantor specifically agrees, to the fullest extent permitted by law, that it shall not be necessary or required, and that the Guarantor shall not be entitled to require, that any Party (i) file suit or proceed to obtain or assert a claim for personal judgment against Owner for the Guaranteed Obligations, or (ii) make any effort at collection of the Guaranteed Obligations from Owner, or (iii) foreclose against or seek to realize upon any security now or hereafter existing for the Guaranteed Obligations, including the Collateral (as defined in the Trust Indentures), or (iv) file suit or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Guaranteed Obligations, or make any effort at collection of the Guaranteed Obligations from any such Guarantor’s Guarantee other Person, or exercise or assert any other right or remedy to which any Party is or may be entitled in connection with the Guaranteed Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the assets of Owner or any other guarantor or other Person liable for the Guaranteed Obligations, or any part thereof, before or as a condition of enforcing the liability of the Guarantor under this Section 1301Guarantee or requiring payment of said Guaranteed Obligations by the Guarantor hereunder, or at any time thereafter.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally agrees with the Trust Preferred Guarantee Trustee and the Holders from time to time of the Trust Preferred Securities, subject to the limitations set forth in this Trust Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to each Holder of a Security of each series authenticated and delivered such Holders (whether such rights under this Trust Preferred Guarantee are asserted by the Trust Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Trust), regardless of any defense, right of set-off or counterclaim that the Trust may have or assert, of: (i) Capital Payments due and punctual payment payable on the Trust Preferred Securities on each Payment Date for the then current Payment Period, in the amounts and in the manner set forth in the Trust Agreement, including any Arrears of Payments that are due and payable pursuant to the terms of the principal (Trust Preferred Securities, and including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (ii) on any Redemption Date, the Redemption Price for each Trust Preferred Security called for redemption by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwiseTrust, in accordance with the terms provisions of such Security and the Trust Agreement; (iii) upon any voluntary or involuntary dissolution, liquidation or winding up of this Indenture. The Guarantors jointly and severally hereby agree to pay the Trust (other than a dissolution of the Trust in which the Class B Preferred Securities are distributed to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances Holders of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or Trust Preferred Securities as provided in Article Fourthe Trust Agreement), Section 802 or Article Thirteen. The Guarantors each further agree thatthe liquidation preference amount of the Trust Preferred Securities, as between such Guarantor, plus accrued and unpaid Capital Payments on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration Trust Preferred Securities in respect of the obligations guaranteed herebythen current Payment Period to but excluding the date of liquidation, plus, with respect to the Upper Tier 2 Percentage only, Arrears of Payments that are due and payable, and plus any Additional Amounts payable with respect to such Capital Payments and, if applicable, such Arrears of Payments; (collectively, the “Guarantee Payments”). All Guarantee Payments shall include interest accrued on such Guarantee Payments, at a rate per annum equal to the Stated Rate of the Trust Preferred Securities, since the date of the claim asserted under this Trust Preferred Guarantee relating to such Guarantee Payments. (b) The obligations Guarantor’s obligation to make any of each Guarantor hereunder will be limited the payments listed in (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) of subsection (a) above may be satisfied by direct payment of the required amounts by the Guarantor to the extent otherwise necessary so that Holders or by causing the Trust to pay such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Holders.

Guarantee. (a) The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally agrees with the Class B Preferred Guarantee Trustee and the Holders from time to time of the Class B Preferred Securities, subject to the limitations set forth in this Class B Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to each Holder of a Security of each series authenticated and delivered such Holders (whether such rights under this Class B Preferred Guarantee are asserted by the Class B Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Company), regardless of any defense, right of set-off or counterclaim that the Company may have or assert, of: (i) Capital Payments due and punctual payment payable on the Class B Preferred Securities on each Class B Payment Date for the then current Class B Payment Period, if declared by the Board of Directors of the principal (including any amount due Company or deemed declared pursuant to the LLC Agreement, in respect of original issue discount) of the amounts and any premium and interest on such Security (and in the manner set forth in the LLC Agreement, including, any Additional Amounts and other amounts payable with respect thereto; (ii) on each Class B Redemption Date, the Redemption Price for each Class B Preferred Security called for redemption by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, Company in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances provisions of the TrusteeLLC Agreement; and (iii) upon any voluntary or involuntary dissolution, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity liquidation or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent winding up of the GuarantorsCompany, increase the principal liquidation preference amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligenceClass B Preferred Securities, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture plus accrued and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, unpaid Capital Payments on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration Class B Preferred Securities in respect of the obligations guaranteed herebythen current Class B Payment Period to but excluding the date of liquidation, including any Additional Amounts payable with respect thereto; (collectively, the “Class B Preferred Guarantee Payments”). All Class B Preferred Guarantee Payments shall include interest accrued on such Class B Preferred Guarantee Payments, at a rate per annum equal to the Stated Rate of the Class B Preferred Securities, since the date of the claim asserted under this Class B Preferred Guarantee relating to such Class B Preferred Guarantee Payments. (b) The obligations Guarantor’s obligation to make any of each Guarantor hereunder will be limited the payments listed in (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) of subsection (a) above may be satisfied by direct payment of the required amounts by the Guarantor to the extent otherwise necessary so that Holders or by causing the Company to pay such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Holders.

Guarantee. The Guarantors jointly and severally Parent hereby fully and unconditionally guarantee guarantees (i) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee, and (ii) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentsParent hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Company. The Guarantors each Parent hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Company or Parent or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Parent hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive 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 merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Parent agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, Parent agrees to pay to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawHolders. The Guarantors Parent shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Company in respect of any amounts paid to by Parent on account of such Holder by the Guarantors Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors Parent shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of The Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeCompany’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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitythe Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly By its execution hereof, the Guarantor acknowledges and severally agrees that it receives substantial benefits from the Company and that the Guarantor is providing its guarantee (the “Guarantee”) for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 13, the Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series Bond authenticated and delivered by the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Bonds or the obligations of the Company hereunder or thereunder: (i) that the principal of (including any amount due in respect the Tax Event Repurchase Price, Change of original issue discount) of Control Repurchase Price or Listing Failure Event Repurchase Price, as the case may be, pursuant to Article 15 or Article 16, as applicable), premium, if any, interest, if any, on the Bonds and any premium and interest on such Security (Guarantor Shares, and any Additional Amounts cash in lieu of fractional Guarantor Shares, if any, due upon exchange of the Bonds in accordance with Article 14 and other amounts payable by the Issuer Articles, in respect thereof)each case, when shall be duly and punctually paid or delivered in full (as the same shall become due and payablecase may be) when due, whether at the Stated MaturityMaturity Date, by declaration of upon acceleration, call for redemption upon repurchase in connection with a Tax Event or otherwiseFundamental Change or otherwise or upon exchange, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Bonds and all other obligations of the Company to the Holders or the Trustee hereunder or under the Bonds (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) the full and punctual performance within applicable grace periods of such Security all other obligations of the Company under this Indenture with respect to the Bonds, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 13.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Indenture. The Guarantors jointly and severally Article 13, the Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations Guarantee hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any Security of any series the Bonds or this Indenture, the absence of any failure action to enforce the provisions same, any waiver or consent by any Holder of the Bonds with respect to any thereof, the entry of any Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent defense of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Guarantor hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, waives and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a proceeding first “Benefited Party”) to proceed against the IssuerCompany or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the benefit Company, any Benefited Party, any creditor of discussion, protest or notice with respect to any Security the Guarantor or the indebtedness evidenced thereby Company or with respect on the part of any sinking fund payment required pursuant other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the terms Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a Security issued surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment or delivery in full (as the case may be) of all Guarantee Obligations, including the principal, premium, if any, and interest on the Bonds, the cash and any Guarantor Shares due upon exchange of the Bonds and all other costs provided for under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four7. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantor, Section 802 or Article Thirteenany trustee or similar official acting in relation to either the Company or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each further agree Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between such Guarantorit, on the one hand, and the Holders of Bonds and the Trustee, on the other hand, (x) the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of its Guaranteehereof, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantee Obligations, and (y) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any acceleration of such obligations of each Guarantoras provided in Article 6 hereof, all other contingent such Guarantee Obligations (whether or not due and fixed liabilities of such payable) shall forthwith become due and payable by the Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect for the purpose of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Guarantee.

Guarantee. The Guarantors jointly and severally Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Security (on, and any Additional Amounts and other amounts payable by the Issuer in with respect thereof), when and as the same shall become due and payableto such Guaranteed Security, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Issuer punctually to pay any such principal, premium, interest or Additional Amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Issuer. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Guaranteed Security or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium and interest thereon on, and any Additional Amounts required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Guaranteed Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of the Issuer or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and of, any premium and interest on on, and any Additional Amounts required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past* * * * * This Indenture may be executed in any number of counterparts, present or future stockholdereach of which so executed shall be deemed to be an original, officer, director, employee or incorporator of any Guarantor but all such counterparts shall have any personal liability under together constitute but one and the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301same instrument.

Guarantee. The Guarantors jointly (a) Notwithstanding any provision of this Section 2 to the contrary, the provisions of this Section 2 relating to the Guaranteeing Subsidiaries shall be applicable only to, and severally hereby fully and unconditionally guarantee inure solely to each Holder the benefit of, the Securities of a Security any series designated, pursuant to Section 2.01 of the Indenture, as entitled to the benefits of the related Guarantee of each series authenticated of the Guaranteeing Subsidiaries. (b) For value received, each of the Guaranteeing Subsidiaries hereby fully, unconditionally and delivered by absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of of, and any premium premium, if any, and interest on such Security (the Securities and any Additional Amounts and all other amounts due and payable under the Indenture and the Securities by the Issuer in respect thereof)Company, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security the Securities and the Indenture, subject to the limitations set forth in Section 2.03. (c) Failing payment when due of this Indenture. The Guarantors any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Guaranteeing Subsidiaries will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances same immediately. Each of the TrusteeGuarantees hereunder is intended to be a general, unsecured, unsubordinated obligation of the related Guaranteeing Subsidiary and will rank pari passu in right of payment with all Debt of such Guaranteeing Subsidiary that is not, by its agentsterms, officers, employees and directors, and any other amounts, including indemnification amounts, due expressly subordinated in right of payment to such Guarantee. Each of the Trustee under Section 607. The Guarantors each Guaranteeing Subsidiaries hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor full, unconditional and not merely a surety, and shall be absolute and unconditionalabsolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, any invalidityits Guarantee, irregularity or unenforceability the Guarantee of any Security other Subsidiary Guarantor or the Indenture, the absence of any series or this Indenture, any failure action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any Security of judgment against the Company or any series Subsidiary Guarantor, or this Indenture, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guaranteeing Subsidiaries. Each of the Guaranteeing Subsidiaries hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06 of the Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guaranteeing Subsidiary to enforce such Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. (d) The obligations of each of the Guaranteeing Subsidiaries under this Section 2 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 the 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 the 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 the 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 the 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 the 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 the 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 the 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; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . (e) Each of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guaranteeing Subsidiaries hereby waive (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger the merger, insolvency or bankruptcy of the IssuerCompany or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged with respect to any Security except by payment in full complete performance of such Guarantee. Each of the principal thereof and Guaranteeing Subsidiaries further agrees that if at any premium and interest thereon time all or as provided in Article Fourany part of any payment theretofore applied by any Person to its Guarantee is, Section 802 or Article Thirteen. The Guarantors each further agree thatmust be, as between such Guarantorrescinded or returned for any reason whatsoever, on the one handincluding, and the Holders and the Trustee, on the other handwithout limitation, the Maturity insolvency, bankruptcy or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Company or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willSubsidiary Guarantors, taking into accountsuch Guarantee shall, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not constitute a breach been made. (f) Each of applicable law. The Guarantors the Guaranteeing Subsidiaries shall be subrogated to all rights of each Holder of Securities the Holders and the Trustee against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Guaranteeing Subsidiaries pursuant to the provisions of these Guaranteesthe Indenture; provided, however, that the Guarantors such Guaranteeing Subsidiaries, shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal all of and any premium and interest on all the Securities of the same such series and of like tenor the related Guarantees shall have been paid in full. No past, present full or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301discharged.

Guarantee. The Guarantors Each Guarantor hereby, jointly and severally hereby severally, fully and unconditionally guarantee guarantees to each Holder of a Security of each series issued by the Issuer that has been authenticated and delivered by the Trustee Trustee, and to the due Trustee, the full and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption redemption, call for repurchase or otherwise, and any other amounts due under this Indenture, all in accordance with the terms of such Security and of this Indenture. The Guarantors jointly Each Guarantee is a direct, unsubordinated and severally unsecured obligation of such Guarantor and ranks pari passu with all other unsubordinated and unsecured obligations of such Guarantor. Each Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantorguarantee; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, Guarantor increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article ThirteenTwelve. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors such Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, or to receive any payments arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees Guarantee set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors (a) Each Guarantor absolutely and unconditionally, jointly and severally hereby fully severally, guarantees and unconditionally guarantee agrees to each Holder of a Security of each series authenticated be liable for the full and delivered by the Trustee the indefeasible payment and performance when due and punctual payment of the principal following (all of which are collectively referred to herein as the “Guaranteed Obligations”): (i) all obligations, liabilities and indebtedness of any kind, nature and description of Borrowers to Agent or any Lender or any of their Affiliates (including all Obligations arising under or in connection with any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereofBank Products), when including principal, interest, charges, fees, costs and as the same shall become due and payableexpenses, however evidenced, whether at the Stated Maturityas principal, by declaration of accelerationsurety, call for redemption endorser, guarantor or otherwise, in accordance with arising under the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee Loan Agreement or any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trusteeother Financing Agreements, its agentswhether now existing or hereafter arising, officerswhether arising before, employees and directors, and during or after the initial or any other amounts, including indemnification amounts, due to renewal term of the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity Loan Agreement or unenforceability after the commencement of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice case with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability Borrower under the Guarantees set forth in this Section 1301 by reason of his United States Bankruptcy Code or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any New such case and including loans, interest, fees, charges and expenses related thereto and all other obligations of such Borrower or its successors to Agent and any Lender arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Agent or any Lender and (ii) all expenses (including, without limitation, attorneys’ fees and legal expenses) incurred by Agent or any Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of any Borrower’s obligations, liabilities and indebtedness as aforesaid to Agent or any Lender, the rights of Agent or any Lender in any collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Agent or any Lender directly or indirectly arising out of or related to the relationships between any Borrower, any Guarantor or any other Obligor (as hereinafter defined) and Agent or any Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to any Borrower or any Guarantor under the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a guaranty of payment and not of collection. Each Guarantor agrees that Agent or Lenders need not attempt to collect any Guaranteed Obligations from any Borrower, any Guarantor or any other Obligor (as hereinafter defined) or to realize upon any Collateral (as defined in the Loan Agreement), but may require any Guarantor to make immediate payment of all of the Guaranteed Obligations to Agent, for the benefit of Lenders and the Bank Product Providers, when due, whether by maturity, acceleration or otherwise, or at any time thereafter may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including reasonable attorneys’ fees and legal expenses incurred by Agent or any Lender with respect thereto or otherwise chargeable to Borrowers or Guarantors) have and in such order as Agent may elect. (c) Payment by Guarantors shall be made to Agent at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantors shall make all payments to Agent on the Guaranteed Obligations free and clear of, and without deduction or will execute withholding for or on account of, any Securitysetoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against any Guarantor either in the same action in which any Borrower or any other Guarantor or any other Obligor is sued or in separate actions. In the event any claim or action, or any notation of their Guarantees action on any Securityjudgment, authenticated and delivered based on this Guarantee is brought against any Guarantor, each Guarantor agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by the Trustee shall in no way affect Agent or limit any Lender to such Guarantor’s Guarantee . (d) Notwithstanding anything to the contrary contained herein, the amount of the Guaranteed Obligations payable by any Guarantor under this Section 1301Guarantee shall be the aggregate amount of the Obligations unless a court of competent jurisdiction adjudicates each Guarantor’s obligations to be invalid, avoidable or unenforceable for any reason (including, without limitation, because of any applicable state, federal or other law relating to fraudulent conveyances or transfers), in which case the amount of the Guaranteed Obligations payable by Guarantors hereunder shall be limited to the maximum amount that could be guaranteed by Guarantors without rendering such Guarantors’ Obligations under this Guarantee invalid, avoidable or unenforceable under such applicable law.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully irrevocably and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest Interest on such Security (and any Additional Amounts with respect to such Security and other amounts payable by the Issuer in respect thereof)due and punctual payment of any payments provided for pursuant to the terms of such Security and any Coupons appertaining thereto, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or repayment or otherwise, in accordance with the terms of such Security Security, any such Coupons and this Indenture, and any and all other amounts owed by the Company to the Trustee or the Holders under the terms of this Indenture. This guarantee will not be discharged with respect to any Securities of any series or Coupons appertaining thereto except by payment in full of the principal thereof, premium, if any, and Interest thereon and all other amounts payable thereunder and under this Indenture with respect thereto. The Guarantors jointly Guarantor hereby expressly waives its right to require the Trustee or any Holder to pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under this guarantee. In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and severally as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or repayment or otherwise, and as if such payment were made by the Company. The Guarantor hereby agree agrees that any amounts to be paid by it hereunder shall be paid without deduction or withholding for or on account of any and all present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payment by the Government of the United States, or any state or other political subdivision or taxing authority thereof or therein, or if deduction or withholding of any such tax, duty, assessment or charge shall at any time be required by or on behalf of the Government of the United States or any such state, political subdivision or taxing authority, the Guarantor shall pay such additional amount in respect of principal, premium, if any, and Interest, if any, as may be necessary in order that the net amounts paid to the Holder of a Security or the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances on behalf of the TrusteeHolder of such Security, its agentsas the case may be, officerspursuant to this guarantee after such deduction or withholding shall not be less than the amount provided for in such Security to be then due and payable; except that no such additional amount shall be payable in respect of any Security to any Holder (a) who is subject to such tax, employees and directorsduty, and any other amountsassessment or governmental charge in respect of such Security by reason of his being connected with the United States otherwise than merely by the holding or ownership of such Security, including indemnification amounts, due or (b) who is not dealing at arm's length with the Guarantor (within the meaning of the Internal Revenue Code as amended from time to the Trustee under Section 607time). The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any Security of any series or this Indenture, the absence of any failure action to enforce the provisions of any Security of any series or this Indenturesame, any waiver, modification waiver or indulgence granted to the Issuer with respect thereto, consent by the Holder of such Security or by the Trustee with respect to any Security provisions thereof or of this Indenture, the obtaining of any series judgment against the Company or any action to enforce the Trustee, same or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its no guarantee (including any Guarantee endorsed on a Security) will not 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 event of a default in payment of principal (or premium, if any) or Interest, if any, on or Additional Amounts with respect to any Security except Security, or a default in any payment referred to therein, legal proceedings may be instituted by payment in full the Trustee on behalf of, or by, the Holder of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such GuarantorSecurity, on the one hand, terms and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided conditions set forth in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in directly against the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of enforce this guarantee without first proceeding against the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawCompany. The Guarantors Guarantor shall be subrogated to all rights of each Holder the Holders of the Securities of a particular series against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor on account of such Securities pursuant to the provisions of these Guaranteesthis guarantee or this Indenture; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal of and of, any premium and interest on Interest on, and Additional Amounts with respect to, all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. (a) The Guarantors jointly Guarantor does hereby acknowledge that it is fully aware of the terms and severally conditions of the Trust Indentures, the Participation Agreements, the Equipment Notes and the transactions and the other documents contemplated thereby, and does hereby irrevocably and fully and unconditionally guarantee guarantee, as primary obligor and not as surety merely, to each Holder the Parties, as their respective interests may appear, the payment by Owner of all payment obligations when due under the Trust Indentures, the Participation Agreements and the Equipment Notes (such obligations of Owner guaranteed hereby being hereafter referred to, individually, as a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)“Guaranteed Obligation” and, when and collectively, as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, “Guaranteed Obligations”) in accordance with the terms of such Security and of this Indenturethe Financing Agreements. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each Guarantor does hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a suretyin the event that Owner fails to pay any Guaranteed Obligation when due for any reason (including, and shall be absolute and unconditionalwithout limitation, irrespective the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, and shall be unaffected byor other similar proceedings affecting the status, any invalidityexistence, irregularity assets or unenforceability obligations of Owner, or the disaffirmance with respect to Owner of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, Trust Indenture or any other circumstances Financing Agreement to which Owner is a party in any such proceeding) after the date on which such Guaranteed Obligation became due and payable and the applicable grace period has expired, the Guarantor shall pay or cause to be paid forthwith, upon the receipt of notice from the Indenture Trustee (such notice to be sent to Owner (to the extent the Indenture Trustee is not stayed or prevented from doing so by operation of law) and the Guarantor) stating that such Guaranteed Obligation was not paid when due after the applicable grace period has expired and stating the amount of such Guaranteed Obligation. (b) The obligations of the Guarantor hereunder shall not be, to the fullest extent permitted by law, affected by the genuineness, validity, regularity or enforceability (or lack thereof) of any of Owner’s obligations under any Trust Indenture or any other Financing Agreement to which Owner is a party, any amendment, waiver or other modification of any Trust Indenture or such other Financing Agreement (except that any such amendment or other modification shall be given effect in determining the obligations of the Guarantor hereunder), or by any substitution, release or exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to the extent that such substitution, release or exchange is not undertaken in accordance with the terms of the Financing Agreements) without the consent of the Guarantor, or by any priority or preference to which any other obligations of Owner may be entitled over Owner’s obligations under any Trust Indenture and the other Financing Agreements to which Owner is a party, or by any other circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (guarantor including, without limitation, any New Guarantorsdefense arising out of any laws of the United States of America of any State thereof which would excuse, discharge, exempt, modify or delay the due or punctual payment and performance of the obligations of the Guarantor hereunder. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not, to the fullest extent permitted by law, affect the liability of the Guarantor hereunder: (a) have the extension of the time for or will execute waiver of, at any Securitytime or from time to time, without notice to the Guarantor, Owner’s performance of or compliance with any of its obligations under the Financing Agreements (except that such extension or waiver shall be given effect in determining the obligations of the Guarantor hereunder), (b) any assignment, transfer, lease or other arrangement by which Owner transfers possession or loses control of the use of any Aircraft, (c) any defect in the title, condition, design, operation or fitness for use of, or damage to or loss or destruction of, any Aircraft, whether or not due to the fault of Owner, (d) any merger or consolidation of Owner or the Guarantor into or with any other Person, or any notation sale, transfer, lease or disposal of their Guarantees on any Securityof its assets, authenticated (e) any issuance of Additional Series Equipment Notes or (f) any change in the ownership of any shares of capital stock of Owner. (c) This Guarantee is an absolute, present and delivered by the Trustee shall continuing guaranty of payment and performance and not of collection and is in no way affect conditional or limit contingent upon any attempt to collect from Owner any unpaid amounts due. The Guarantor specifically agrees, to the fullest extent permitted by law, that it shall not be necessary or required, and that the Guarantor shall not be entitled to require, that any Party (i) file suit or proceed to obtain or assert a claim for personal judgment against Owner for the Guaranteed Obligations, or (ii) make any effort at collection of the Guaranteed Obligations from Owner, or (iii) foreclose against or seek to realize upon any security now or hereafter existing for the Guaranteed Obligations, including the Collateral (as defined in the Trust Indentures), or (iv) file suit or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Guaranteed Obligations, or make any effort at collection of the Guaranteed Obligations from any such Guarantor’s Guarantee other Person, or exercise or assert any other right or remedy to which any Party is or may be entitled in connection with the Guaranteed Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the assets of Owner or any other guarantor or other Person liable for the Guaranteed Obligations, or any part thereof, before or as a condition of enforcing the liability of the Guarantor under this Section 1301Guarantee or requiring payment of said Guaranteed Obligations by the Guarantor hereunder, or at any time thereafter.

Guarantee. (a) Each of the Guarantors does hereby absolutely, unconditionally and irrevocably guarantee the prompt and complete observance and performance of each and all the terms, covenants, conditions and provisions to be observed or performed by the Seller pursuant to this Agreement (the “Guaranteed Obligations”). Each Guarantor shall be obligated to perform all of the Guaranteed Obligations upon the default or non-performance thereof by the Seller. (b) The Guarantors jointly obligations of each Guarantor under this Section 18.1 are continuing, unconditional and severally absolute and, without limitation, will not be released, discharged, limited or otherwise affected by (and the Guarantor hereby fully and unconditionally guarantee consents to each Holder or waives, as applicable, to the fullest extent permitted by Applicable Law): (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any of the Guaranteed Obligations, security, Person or otherwise; (ii) any modification or amendment of or supplement to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any direct or indirect security for any of the Guaranteed Obligations; (iv) any winding-up, dissolution, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller; (v) the existence of any claim, set-off or other rights which the Guarantor or the Seller may have at any time against any Purchaser; (vi) any invalidity, illegality or unenforceability relating to or against the Seller or any provision of Applicable Law or regulation purporting to prohibit the delivery by the Seller of the Concentrates under the Guaranteed Obligations; (vii) any limitation, postponement, prohibition, subordination or other restriction on the rights of any Purchaser to performance of the Guaranteed Obligations; (viii) any addition of any co-signer, endorser or other guarantor of the Guaranteed Obligations; (ix) any defence arising by reason of any failure of any Purchaser to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of acceptance of this Agreement, partial performance or non-performance of any of the Guaranteed Obligations or the existence, creation or incurring of new or additional Guaranteed Obligations; (x) any defence arising by reason of any failure of any Purchaser to proceed against the Seller or any other Person, to proceed against, apply or exhaust any security held from the Seller or any other Person for the Guaranteed Obligations or to pursue any other remedy in the power of the Purchasers whatsoever; (xi) any law which provides that the obligation of a Security of each series authenticated and delivered by the Trustee the due and punctual payment guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (including xii) any amount due defence arising by reason of any incapacity, lack of authority or other defence of the Seller or any other Person, or by reason of the cessation from any cause whatsoever of the liability of the Seller or any other Person in respect of original issue discountany of the Guaranteed Obligations, except as a result of the payment or fulfilment in full of the Guaranteed Obligations, whether by contract, operation of law or otherwise; (xiii) any defence arising by reason of and any premium and failure by any Purchaser to obtain, perfect or maintain a perfected or prior (or any) Encumbrance upon any property of the Seller or any other Person, or by reason of any interest on of any Purchaser in any property, whether as owner thereof or the holder of an Encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by any Purchaser of any right to recourse or collateral; (xiv) any defence arising by reason of the failure of any Purchaser to marshal any properties; (xv) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Seller or any other Person, including any discharge of, or bar against collecting, any of the Guaranteed Obligations, in or as a result of any such Security proceeding; or (and xvi) any Additional Amounts and other amounts payable act or omission to act or delay of any kind by the Issuer in respect thereof)Seller, when and as the same shall become due and payableany Purchaser or any other circumstance whatsoever, whether at the Stated Maturity, by declaration of acceleration, call for redemption similar or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay dissimilar to the Trustee any amount due it foregoing, which might, but for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this IndentureSection 18.1(b), any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety discharge, limitation or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent reduction of the Guarantors, increase obligations of the principal amount of a Security Seller or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in hereunder (other than the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment performance in full of all of the principal thereof and any premium and interest thereon or as provided in Article FourGuaranteed Obligations). To the extent permitted by Applicable Law, the foregoing provisions of this Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, 18.1(b) apply (and the Holders and waivers set out therein will be effective) even if the Trustee, on effect of any action (or failure to take action) by the other hand, the Maturity Seller is to destroy or diminish any subrogation rights of the obligations guaranteed hereby Guarantor or any rights of the Seller or the Guarantor to proceed against any Purchaser for reimbursement or to recover any contribution from any other Person. (c) No Purchaser shall be bound to exhaust its recourse against the Seller or any other Persons or to realize on any securities it may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration hold in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be Guaranteed Obligations before being entitled to enforce, payment or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any performance from a Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 130118.1 and the Guarantor hereby renounces all benefits of discussion and division.

Guarantee. The (a) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the Subsidiary Guarantors jointly shall be applicable only to, and severally hereby fully and unconditionally guarantee inure solely to each Holder the benefit of, the Securities of a Security any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each series authenticated of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and delivered by absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of of, and any premium premium, if any, and interest on such Security (the Securities and any Additional Amounts and all other amounts due and payable under this Indenture and the Securities by the Issuer in respect thereof)Company, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security the Securities and of this Indenture. The , subject to the limitations set forth in Section 10.03. (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances same immediately. Each of the TrusteeGuarantees hereunder is intended to be a general, unsecured, senior obligation of the related Subsidiary Guarantor and will rank pari passu in right of payment with all Debt of such Subsidiary Guarantor that is not, by its agentsterms, officers, employees and directors, and any other amounts, including indemnification amounts, due expressly subordinated in right of payment to such Guarantee. Each of the Trustee under Section 607. The Subsidiary Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor full, unconditional and not merely a surety, and shall be absolute and unconditionalabsolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, any invalidityits Guarantee, irregularity or unenforceability the Guarantee of any Security of any series other Subsidiary Guarantor or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any Security of judgment against the Company or any series Subsidiary Guarantor, or this Indenture, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. (d) The obligations of each of the Subsidiary Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the 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; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . (e) Each of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Subsidiary Guarantors each hereby waive (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger the merger, insolvency or bankruptcy of the IssuerCompany or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged with respect to any Security except by payment in full complete performance of such Guarantee. Each of the principal thereof and Subsidiary Guarantors further agrees that if at any premium and interest thereon time all or as provided in Article Fourany part of any payment theretofore applied by any Person to its Guarantee is, Section 802 or Article Thirteen. The Guarantors each further agree thatmust be, as between such Guarantorrescinded or returned for any reason whatsoever, on the one handincluding, and the Holders and the Trustee, on the other handwithout limitation, the Maturity insolvency, bankruptcy or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Company or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willSubsidiary Guarantors, taking into accountsuch Guarantee shall, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not constitute a breach been made. (f) Each of applicable law. The the Subsidiary Guarantors shall be subrogated to all rights of each Holder of Securities the Holders and the Trustee against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Subsidiary Guarantor pursuant to the provisions of these Guaranteesthis Indenture; provided, however, that the Guarantors such Subsidiary Guarantor, shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal all of and any premium and interest on all the Securities of the same such series and of like tenor the related Guarantees shall have been paid in full. No past, present full or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301discharged.

Guarantee. The Guarantors jointly 9.1 In consideration of PAL and severally the Company entering into this Agreement (and in addition and without prejudice to any other obligations and liabilities of Media Port under this Agreement), Charm hereby fully unconditionally and unconditionally guarantee irrevocably guarantees to each Holder of a Security of each series authenticated PAL and delivered by the Trustee Company the due and punctual payment performance and observance by Media Port of all its agreements, undertakings, commitments, obligations, indemnities or covenants under or pursuant to the principal Charm Transaction Agreements, the Shareholders Agreement and this Agreement and agrees to indemnify PAL, the Company and their respective Affiliates (other than Media Port and Charm) against all losses (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereoftax losses), when damages, costs and as expenses (including legal and tax costs and expenses) which PAL, the same shall become due Company and payable, whether at the Stated Maturity, their respective Affiliates (other than Media Port and Charm) may suffer through or arising from any breach by declaration of acceleration, call for redemption or otherwise, in accordance with the terms them of such Security agreements, undertakings, commitments, obligations, indemnities or covenants. Charm hereby waives any rights which it may have to require PAL or the Company to initiate or exhaust or otherwise make any claim for payment from Media Port to the intent that as between PAL and of this Indenture. The Guarantors the Company on the one hand and Charm on the other, the latter shall be liable as principal obligor as if it had entered into such agreements, undertakings, commitments, obligations, indemnities or covenants jointly and severally with Media Port. 9.2 In consideration of Media Port and Charm entering into this Agreement (and in addition and without prejudice to any other obligations and liabilities of PAL under this Agreement), Aegis hereby agree unconditionally and irrevocably guarantees to pay Media Port and Charm the due and punctual performance and observance by PAL of all its agreements, undertakings, commitments, obligations, indemnities or covenants under or pursuant to the Trustee Charm Transaction Agreements, the Shareholders Agreement and this Agreement and agrees to indemnify Media Port, Charm and their respective Affiliates against all losses (including tax losses), damages, costs and expenses (including legal and tax costs and expenses) which Media Port, Charm and their respective Affiliates may suffer through or arising from any amount due breach by them of such agreements, undertakings, commitments, obligations, indemnities or covenants. Aegis hereby waives any rights which it may have to require Media Port or Charm to initiate or exhaust or otherwise make any claim for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due payment from PAL to the Trustee under Section 607. The Guarantors each hereby agree intent that its obligations hereunder as between Media Port and Charm on the one hand and Aegis on the other, the latter shall be liable as principal obligor as if it were a principal debtor had entered into such agreements, undertakings, commitments, obligations, indemnities or covenants jointly and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer severally with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301PAL.

Guarantee. The Guarantors Each Guarantor of a particular series of Debt Securities hereby unconditionally guarantees (each such guarantee to be referred to herein as a “Guarantee”), jointly and severally hereby fully and unconditionally guarantee with each other Guarantor of the Debt Securities of that series, if any, to each Holder of a Security of each series such Debt Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, (i) the due and punctual payment of the principal (including any amount due in respect of original issue discountand premium, if any) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by Debt Securities in accordance with the Issuer in respect thereof), terms of the Debt Securities when and as the same shall become be due and payable, whether on an Interest Payment Date, at the Stated Maturity, by declaration of acceleration, call for repurchase, redemption or otherwise, and performance of all other monetary obligations of the Company to the Holders of such Debt Securities or the Trustee under this Indenture, all in accordance with the terms hereof and thereof, and (ii) in case of any extension of time of payment or renewal of any such Debt Securities or any of such other obligations, the same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. If the Company fails to make any payment when due of any amount so guaranteed with respect to the Debt Securities of any series for whatever reason, each Guarantor of such Security and of this Indenture. The Guarantors Debt Securities shall be obligated, jointly and severally hereby agree with each other Guarantor, if any, to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer same immediately. This is a guarantee of payment and the Trustee) and reasonable expenses, disbursements and advances not a guarantee of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607collection. The Guarantors each Each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a suretycontinuing, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Debt Securities, this Indenture or any invalidityother Guarantee, irregularity or unenforceability the absence of any Security of any series or this Indenture, any failure action to enforce the same, any waiver or consent by any Holder of such Debt Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Each Guarantor hereby waive waives diligence, presentment, demand of payment, demand of performance, 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, the benefit of discussion, protest or protest, notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, demand whatsoever and covenants that its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Debt Securities of a series guaranteed by such Guarantee, in this Indenture and in this Article XVII. If any Holder of Debt Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the Company or any Guarantor of such Debt Securities, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor of such Debt Securities to the Trustee or such Holder, this Article XVII, to the extent theretofore discharged with respect to any Security except Guarantee of such Debt Securities, 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 Debt Securities of a series guaranteed hereby by such Guarantor in respect of any obligations guaranteed hereby by such Guarantee until payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenall such obligations. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantor, on the one hand, and the Holders of Debt Securities of a series guaranteed hereby by such Guarantor and the Trustee, Trustee on the other hand, (i) the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of its such Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations hereby and (ii) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any acceleration of such obligations of each as provided in Article V hereof such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor, all other contingent jointly and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of severally with any other Guarantor in respect of the obligations Debt Securities of such other series, for the purpose of this Article XVII. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article V, the Trustee may make a demand for payment on the Debt Securities of a series guaranteed hereby under any Guarantee provided hereunder and not discharged. Any Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Debt Securities of a series guaranteed hereby who makes payment on any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Debt Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that this Article XVII shall have the right to seek contribution from any non-paying Guarantors shall not be entitled to enforce, or to receive any payments arising out on such Debt Securities so long as the exercise of or based upon, such right of subrogation until does not impair the principal of and any premium and interest on all the Securities rights of the same series and Holders of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of such Debt Securities under any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301provided hereunder.

Guarantee. This Section 1401 and Section 1402 apply to the Securities of any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise established as contemplated by Section 301. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (Security, and the due and punctual payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each Guarantor further agree agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any the Guarantor shall have any personal liability under the Guarantees Guarantee set forth in this Section 1301 1401 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 1401 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors (a) Each Guarantor absolutely and unconditionally, jointly and severally hereby fully severally, guarantees and unconditionally guarantee agrees to each Holder of a Security of each series authenticated be liable for the full and delivered by the Trustee the payment and performance when due and punctual payment of the principal following (including all of which are collectively referred to herein as the “Guaranteed Obligations”): (i) all obligations, liabilities and indebtedness of any amount due in respect kind, nature and description of original issue discount) of Borrower to Agent and any premium Lender and/or their affiliates, including principal, interest, fees, costs and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)expenses, when and as the same shall become due and payablehowever evidenced, whether at as principal, surety, endorser, guarantor or, otherwise, whether arising under the Stated MaturityLoan Agreement, by declaration any of acceleration, call for redemption the other Financing Agreements or otherwise, in accordance with whether now existing or hereafter arising, whether arising before, during or after the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee initial or any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances renewal term of the TrusteeLoan Agreement or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute (including, its agentswithout limitation, officers, employees the payment of interest and directors, and any other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case and including indemnification amountsloans, interest, fees, charges and expenses related thereto and all other obligations of Borrower or its successors to Agent and any Lender arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Agent or any Lender and (ii) all expenses (including, without limitation, reasonable attorneys’ fees and legal expenses) incurred by Agent or any Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Borrower’s obligations, liabilities and indebtedness as aforesaid to Agent or any Lender, the rights of Agent or any Lender in any collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Agent or any Lender directly or indirectly arising out of or related to the Trustee relationships between Borrower, any Guarantor or other Obligor (as hereinafter defined) and Agent or any Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrower or any Guarantor under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were the United States Bankruptcy Code or any similar statute. (b) This Guarantee is a principal debtor guaranty of payment and not merely a surety, of collection. Each Guarantor agrees that Agent and shall be absolute and unconditional, irrespective of, and shall be unaffected byLenders need not attempt to collect any Guaranteed Obligations from Borrower, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, other Guarantor or any other circumstances which Obligor or to realize upon any collateral, but may otherwise constitute a legal or equitable discharge require any Guarantor to make immediate payment of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent all of the GuarantorsGuaranteed Obligations to Agent when due, increase the principal amount of a Security whether by maturity, acceleration or the interest rate thereon otherwise, or increase at any premium payable upon redemption thereoftime thereafter. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, Agent and Lenders may apply any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration amounts received in respect of the obligations guaranteed herebyGuaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including reasonable attorneys’ fees and legal expenses incurred by Agent or any Lender with respect thereto or otherwise chargeable to Borrower or Guarantors) and in such order as Agent may elect. (c) Payment by Guarantors shall be made to Agent at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantors shall make all payments to Agent on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against any Guarantor either in the same action in which Borrower or any of the other Guarantors or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any judgment, based on this Guarantee is brought against any Guarantor, each Guarantor agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by Agent or any Lender to any Guarantor. (d) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section (e) hereof. The provisions of this Section shall in no respect limit the obligations and liabilities of any Guarantor to the Agent and the Lenders, and each Guarantor hereunder will be limited (i) shall remain liable to the maximum Agent and the Lenders for the full amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of guaranteed by such Guarantor and hereunder. (e) Notwithstanding any collections from payment or payments made by any of the Guarantors hereunder or on behalf any set-off or application of funds of any of the Guarantors by any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Agent or any Lender against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the obligations Agent and the Lenders by Borrowers on account of the Obligations are paid in full and Financing Agreements are terminated. If any amount shall be paid to any Guarantor on account of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach subrogation rights at any time when all of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors Obligations shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholdersuch amount shall be held by such Guarantor in trust for the Agent and the Lenders, officer, director, employee or incorporator segregated from other funds of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301, and shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

Guarantee. The Guarantors jointly and severally Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Guaranteed Security and the due and punctual payment of the sinking fund payments (and any Additional Amounts and other amounts payable by if any) provided for pursuant to the Issuer in respect thereof)terms of such Guaranteed Security, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Partnership punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Partnership. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Partnership or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the IssuerPartnership, any right to require a proceeding first against the Issuer, the benefit of discussionPartnership, protest or notice with respect to any such Guaranteed Security or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium or interest on, and interest thereon sinking fund payment required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Guaranteed Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to Partnership, the Guarantor upon the bankruptcy, liquidation or reorganization of the Partnership or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer Partnership in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and of, any premium and interest on on, and sinking fund payments required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly 9.1 YBS unconditionally and severally hereby fully and unconditionally guarantee irrevocably: (a) guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal Issuer and (including any amount due other than in respect of original issue discountLoans in respect of which the security expressed to be created by or pursuant to the Deed of Charge has been released by the Security Trustee (the Released Loans)) the Security Trustee the proper and punctual performance by the Seller of the Guaranteed Obligations in accordance with this Agreement and any premium unconditionally and interest on such irrevocably undertakes to each of the Issuer and (other than in respect of Loans in respect of which the security expressed to be created by or pursuant to the Deed of Charge has been released by the Security Trustee) the Security Trustee that if and each time the Seller does not properly perform the Guaranteed Obligations, YBS (or one of its subsidiaries) will procure that the Seller (or, failing which, YBS or one of its subsidiaries) carries out and any Additional Amounts and other amounts payable performs the Guaranteed Obligations forthwith upon first written demand by the Issuer or (other than in respect thereof)of the Released Loans) following the Security becoming enforceable, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance Security Trustee; and (b) agrees with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) Security Trustee that if any Guaranteed Obligation becomes unenforceable, invalid or illegal, it will, as an independent and reasonable expensesprimary obligation, disbursements and advances indemnify the Issuer and/or the Security Trustee immediately on demand against any cost, loss or liability it incurs as a result of the TrusteeSeller not paying any amount which would, its agentsbut for such unenforceability, officersinvalidity or illegality, employees and directors, and any other amounts, including indemnification amounts, due to have been payable by it on the Trustee under Section 607date when it would have been due. The Guarantors each hereby agree that its obligations hereunder shall be as amount payable by YBS under this indemnity will not exceed the amount it would have had to pay under this Clause 9 if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to amount claimed had been recoverable on the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge basis of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent guarantee. 9.2 The obligations of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued YBS under this Indenture and all demands whatsoever, and covenants that its Guarantee Clause 9 will not be discharged with respect to affected by an act, omission, matter or thing which, but for this Clause 9, would reduce, release or prejudice any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in Clause 9. 9.3 YBS waives any right it may have of first requiring the obligations Issuer or the Security Trustee to proceed against or enforce any other rights or security or claim for payment from any person before claiming from YBS under this Clause 9. This waiver applies irrespective of such Guarantor under its Guarantee not constituting any law or any provision of a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Transaction Document to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301contrary.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series issued by the Company, authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal (including any amount due in respect of original issue discountany Original Issue Discount Security) of and any premium and interest on such Security (Security, and the due and punctual payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption redemption, early repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally Guarantor hereby agree to pay to agrees that in the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances event of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that an Event of Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a any Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a such Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any such Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article FourFour or Section 802. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Section 802 the Guarantor, or Article Thirteenany custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor any amount paid by the Company or the Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each Guarantor further agree agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the 121 other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantor also agrees, to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under this Guarantee. The Guarantor hereby waives any right of each set off which the Guarantor hereunder will be limited (i) to may have against the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf Holder of any other Guarantor Security in respect of the obligations of any amounts which are or may become payable by such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Holder to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawCompany. The Guarantors Guarantor shall be subrogated to all rights of each Holder the Holders of any series of Securities and the Trustee against the Issuer Company in respect of any amounts paid to such Holder Holders and the Trustee by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of or based upon, such right of subrogation until the principal of of, premium, if any, and any premium and interest interest, if any, on all of the Securities of the same such series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any the Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his his, her or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a any Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly Unless otherwise specified in the terms of a series of Securities under this Indenture, Tyco SCA and severally TIFSA each is named hereby as a Guarantor with respect to each series of Securities issued under this Indenture. Each person named as a Guarantor of a series of Securities under this Indenture, by being named as a Guarantor of such series of Securities, hereby fully and unconditionally guarantee guarantees (i) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee, and (ii) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentseach such Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and as if such payment were made by the Company. Each Guarantor, by being named as a Guarantor of any other amountsseries of Securities under this Indenture, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Company or any such Guarantor or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Each such Guarantor hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive 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 merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Each such Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, such Guarantor agrees to pay to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holders. Any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Guarantor on account of such Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of The Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeCompany’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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitythe Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully irrevocably and unconditionally guarantee Guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee that: (i) the due Principal Amount, Issue Price, accrued Original Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price, Liquidated Damages, if any, and punctual payment interest, if any, on the Securities as required under the Indenture and the Securities, to the extent lawful, and all other obligations of the principal Company to the Holders or the Trustee under this Indenture and the Securities will be promptly paid in full, all in accordance with the terms of this Indenture and the Securities; and (including ii) in case of any amount extension of time of payment or renewal of any Securities or any of such other obligations, that the Securities will be promptly paid in full when due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indentureextension or renewal, whether at stated maturity, by acceleration or otherwise. The Guarantors jointly and severally Guarantor hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree further agrees that its obligations hereunder under this Indenture and the Securities shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective regardless of the validity, legality or enforceability of this Indenture or the Securities, the absence of any action to enforce this Indenture or the Securities, any waiver or consent by any Holder with respect to any provisions this Indenture or the Securities, any modification or amendment of, and shall be unaffected byor supplement of, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series Indenture or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofSecurities. The Guarantors each Guarantor hereby waive waives 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, the benefit of discussionprotest, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, whatsoever and covenants that its Guarantee will not be discharged except by complete performance by the Company of its obligations under the Indenture. Upon making any payment with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handCompany hereunder, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all the rights of each Holder of Securities the payee against the Issuer in Company with respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guaranteespayment; provided, however, provided that the Guarantors Guarantor shall not be entitled to enforce, or to receive enforce any payments arising out of or based upon, such right payment by way of subrogation or contribution until the principal of and any premium and interest on all the Securities obligations of the same series and of like tenor shall Company under this Indenture have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors (a) Each Guarantor hereby jointly and severally hereby fully severally, absolutely and unconditionally unconditionally, guarantees, as a guarantee to each Holder of payment and performance and not merely as a Security guarantee of each series authenticated and delivered by the Trustee the due and punctual collection, prompt payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payabledue, whether at the Stated Maturitystated maturity, by declaration of required prepayment, upon acceleration, call for redemption demand or otherwise, in accordance with the terms and at all times thereafter, of such Security any and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances all of the TrusteeObligations, its agentswhether for principal, officersinterest, employees and directorspremiums, and any other amountsfees, including indemnification amountsindemnities, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a suretydamages, and shall be absolute and unconditionalcosts, irrespective of, and shall be unaffected by, any invalidity, irregularity expenses or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantorsinterest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition thereunder), of Borrower to the Lender Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof, subject to the limitations set forth in Section 10.04(a) hereof). Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations, subject to manifest error. This Guarantee shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guarantee (other than defense of payment), and each Guarantor hereby irrevocably waives any defenses it may now have or will execute hereafter acquire in any Securityway relating to any or all of the foregoing (other than defense of payment). (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or any notation other support as may be needed from time to time by each other Loan Party to honor all of their Guarantees on any Security, authenticated and delivered by the Trustee shall its obligations under this Guaranty in no way affect or limit such Guarantor’s Guarantee respect of Swap Obligations. The obligations of each Qualified ECP Guarantor under this Section 130111.01(b) shall remain in full force and effect until Payment in Full of the Obligations. Each Qualified ECP Guarantor intends that this Section 11.01(b) constitute, and this Section 11.01(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Guarantee. The (a) On the Issue Date, all of the Initial Guarantors shall Guarantee the obligations of the Company under the Notes and this Indenture as provided in this Article Ten. On the Issue Date, all of the Company’s Subsidiaries that Guarantee the Company’s obligations under the Exchange Credit Agreement are the Initial Guarantors hereunder. Subject to this Article Ten, each of the Guarantors including the Initial Guarantors and any other Subsidiary that may become a Guarantor hereby, jointly and severally hereby severally, and fully and unconditionally guarantee unconditionally, guarantees to each Holder of a Security of each series Note authenticated and delivered by the Trustee the due and punctual payment to each of the Trustee and the Second Lien Collateral Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal (including any amount due of, premium, if any, and interest, if any, on the Notes shall be promptly paid in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), full when and as the same shall become due and payabledue, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest, if any, on the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee and the Second Lien Collateral Trustee hereunder or 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 same shall be promptly paid in full when due or performed in accordance with the terms of such Security and the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of this Indenture. The 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 to pay that, to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expensesmaximum extent permitted under applicable law, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its their obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective ofof the validity, and shall be unaffected by, any invalidity, irregularity regularity or unenforceability enforceability of any Security of any series the Notes or this Indenture, the absence of any failure 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 Security of any series or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereofGuarantor. The Guarantors each Each Guarantor hereby waive waives 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, 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 except as provided in Section 10.05 hereof. (c) If any Holder or the Trustee or the Second Lien Collateral Trustee is required by any court or otherwise to return to the Company, the benefit of discussionGuarantors or any custodian, protest trustee, liquidator or notice with respect other similar official acting in relation to any Security of the Company or the indebtedness evidenced thereby Guarantors, any amount paid by any of them to the Trustee, the Second Lien Collateral Trustee or with such Holder, this Note Guarantee, 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 sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by obligations guaranteed hereby until payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenall obligations guaranteed hereby. The Guarantors each Each Guarantor further agree agrees that, as between such Guarantorthe Guarantors, on the one hand, and the Holders Holders, the Trustee and the Second Lien Collateral Trustee, on the other hand, (x) the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in in, but subject to the provisions of, Article Five Six hereof for the purposes of its this Note Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations , and (y) in the event of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to any declaration of acceleration of such obligations of each Guarantoras provided in Article Six hereof, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do (whether or not constitute a breach due and payable) shall forthwith become due and payable by the Guarantors for the purpose of applicable lawthis Note Guarantee. The Guarantors shall be subrogated have the right to all seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability Holders under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301Note Guarantee.

Guarantee. The Guarantors jointly and severally hereby fully Guarantor irrevocably and unconditionally guarantee guarantees to each Holder of a Security Securities (including any Holder of each series authenticated Securities issued under the Original Indenture from or after the date of this Supplemental Indenture), and delivered by to the Trustee and its successors and assigns, the due full and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Securities, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities, including obligations in accordance with respect of any Repurchase Price and obligations to the Trustee, in each case according to the terms of such Security the Indenture and of this Indenturethe Securities. The Guarantors jointly Guarantor agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, the Guarantor shall duly and severally hereby agree to punctually pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607same. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditionalunconditional irrespective of any extension of the time for payment of the Securities, irrespective of, and shall be unaffected byany modification of the Securities, any invalidity, irregularity or unenforceability of any Security of any series the Securities or this the Indenture, any failure to enforce the provisions of any Security of any series same or this Indenture, any waiver, modification modification, consent or indulgence granted to the Issuer Company with respect thereto, thereto by the any Holder of any Security of any series Securities or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the IssuerCompany, any right to require a demand or proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Security the Securities or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect as to any Security except by payment in full of the principal thereof of, interest and other amounts payable with respect to such Security pursuant to such Security or the Indenture. For so long as any premium Securities are outstanding, the Guarantor will guarantee the delivery of the Cash Conversion Consideration and interest thereon the ADRs issuable upon conversion of the Securities pursuant to the terms of this Supplemental Indenture and the Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities the Holders against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee or the Indenture; provided, however, that the Guarantors shall not Guarantor hereby waives any and all rights to which it may be entitled entitled, by operation of law or otherwise, upon making any payment hereunder (i) to enforcebe subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payments arising out payment in the nature of contribution or based uponfor any other reason from any other obligor with respect to such payment, such right of subrogation in each case, until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No pastAny term or provision of this Supplemental Indenture to the contrary notwithstanding, present or future stockholder, officer, director, employee or incorporator the maximum aggregate amount of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 Guarantee shall not exceed the maximum amount that can be valid hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyances or become obligatory for any purpose with respect to a Security until fraudulent transfers or similar laws affecting the certificate rights of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301creditors generally.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by or on behalf of the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof)Guaranteed Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security Guaranteed Securities and of this the Indenture. The Guarantors jointly In case of default by the Company in the payment of any such principal, premium or interest, the Guarantor hereby agrees duly and severally hereby agree punctually to pay to make any such payment when and as the Trustee any amount same shall become due it and payable, whether at Stated Maturity, by declaration of acceleration, call for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directorsredemption or otherwise, and any other amounts, including indemnification amounts, due to as if such payment was made by the Trustee under Section 607Company. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity legality or unenforceability enforceability of any such Guaranteed Security or the Indenture, the absence of any action to enforce the same, or any waiver, modification, indulgence or consent granted to the Company with respect thereto by the Holder of any Guaranteed Security of any series or this Indentureby the Trustee, the recovery of any failure judgment against the Company or any action to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trusteesame, or any other circumstances which may circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a Guaranteed Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right of set-off or counterclaim, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any Guaranteed Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect as to any Guaranteed Security except by payment in full of the principal thereof and any premium of (premium, if any) and interest thereon or as provided in Article Four, Section 802 or Article Thirteenon such Guaranteed Security. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each a Holder of Securities a Guaranteed Security against the Issuer Company in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of all Holders of Guaranteed Securities of such series be entitled to enforce, or to receive receive, any payments arising out of or based upon, upon such right of subrogation until the principal of and any premium of, premium, if any, and interest then due and payable on all the Guaranteed Securities of the same relevant series and of like tenor shall have been irrevocably paid in fullfull in accordance with the terms of such Guaranteed Securities. No pastThe Guarantee is a guarantee of payment when due and not of collection. The Guarantee shall continue to be effective, present or future stockholderbe reinstated, officeras the case may be, director, employee or incorporator in respect of any Guarantor shall have Guaranteed Securities if at any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitytime payment, or any notation part thereof, of such Guaranteed Security is rescinded or must otherwise be restored or returned by the Holder of such Guaranteed Security or any trustee for such Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other entity, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other entity or any substantial part of their Guarantees on any Securityrespective property, authenticated and delivered by the Trustee shall in no way affect or limit otherwise, all as though such Guarantor’s Guarantee under this Section 1301payments had not been made.

Guarantee. The Guarantors jointly and severally Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a series to the extent such Guarantee is made applicable to such series in accordance with Section 301. The Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and of, any premium and interest on such Guaranteed Security and the due and punctual payment of the sinking fund payments (and any Additional Amounts and other amounts payable by if any) provided for pursuant to the Issuer in respect thereof)terms of such Guaranteed Security, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Partnership punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Partnership. The Guarantors each Guarantor hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Partnership or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the IssuerPartnership, any right to require a proceeding first against the Issuer, the benefit of discussionPartnership, protest or notice with respect to any such Guaranteed Security or the indebtedness Indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and of, any premium or interest on, and interest thereon sinking fund payment required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as provided the case may be, if at any time payment on any Guaranteed Security, in Article Fourwhole or in part, Section 802 is rescinded or Article Thirteenmust otherwise be restored to Partnership, the Guarantor upon the bankruptcy, liquidation or reorganization of the Partnership or otherwise. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer Partnership in respect of any amounts paid to such Holder by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthis Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and of, any premium and interest on on, and sinking fund payments required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.SIGNATURES AND SEALS

Guarantee. The (a) Notwithstanding any provision of this Article X to the contrary, the provisions of this Article X relating to the Subsidiary Guarantors jointly shall be applicable only to, and severally hereby fully and unconditionally guarantee inure solely to each Holder the benefit of, the Securities of a Security any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each series authenticated of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and delivered by absolutely guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of of, and any premium premium, if any, and interest on such Security (the Securities and any Additional Amounts and all other amounts due and payable under this Indenture and the Securities by the Issuer in respect thereof)Company, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, Maturity or by declaration of acceleration, call for redemption or otherwise, in accordance with according to the terms of such Security the Securities and of this Indenture. The , subject to the limitations set forth in Section 10.03. (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally hereby agree obligated to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances same immediately. Each of the TrusteeGuarantees hereunder is intended to be a general, unsecured, senior obligation of the related Subsidiary Guarantor and will rank pari passu in right of payment with all Debt of such Subsidiary Guarantor that is not, by its agentsterms, officers, employees and directors, and any other amounts, including indemnification amounts, due expressly subordinated in right of payment to such Guarantee. Each of the Trustee under Section 607. The Subsidiary Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor full, unconditional and not merely a surety, and shall be absolute and unconditionalabsolute, irrespective ofof the validity, and shall be unaffected byregularity or enforceability of the Securities, any invalidityits Guarantee, irregularity or unenforceability the Guarantee of any Security of any series other Subsidiary Guarantor or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any Security of judgment against the Company or any series Subsidiary Guarantor, or this Indenture, any waiver, modification or indulgence granted action to enforce the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. (d) The obligations of each of the Subsidiary Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the 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 Guarantees 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; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . (e) Each of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Subsidiary Guarantors each hereby waive (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger the merger, insolvency or bankruptcy of the IssuerCompany or any of the Subsidiary Guarantors, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged with respect to any Security except by payment in full complete performance of such Guarantee. Each of the principal thereof and Subsidiary Guarantors further agrees that if at any premium and interest thereon time all or as provided in Article Fourany part of any payment theretofore applied by any Person to its Guarantee is, Section 802 or Article Thirteen. The Guarantors each further agree thatmust be, as between such Guarantorrescinded or returned for any reason whatsoever, on the one handincluding, and the Holders and the Trustee, on the other handwithout limitation, the Maturity insolvency, bankruptcy or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Company or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as willSubsidiary Guarantors, taking into accountsuch Guarantee shall, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not constitute a breach been made. (f) Each of applicable law. The the Subsidiary Guarantors shall be subrogated to all rights of each Holder of Securities the Holders and the Trustee against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Subsidiary Guarantor pursuant to the provisions of these Guaranteesthis Indenture; provided, however, that the Guarantors such Subsidiary Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of of, or based upon, such right of subrogation until the principal all of and any premium and interest on all the Securities of the same such series and of like tenor the related Guarantees shall have been paid in full. No past, present full or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301discharged.

Guarantee. The Guarantors jointly Parent Guarantor hereby absolutely, unconditionally and severally hereby fully irrevocably guarantees, as a primary obligor and unconditionally guarantee not merely as a surety, to each Holder of a Security of each series authenticated holder and delivered by its successors and permitted assigns, the Trustee the due full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal (including any amount due in respect of original issue discount) of and any premium Make-Whole Amount and interest on such Security (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the Notes and any Additional Amounts and all other amounts payable owed or to be owing by the Issuer Company which becomes due under the terms and provisions of the Financing Agreements, now or hereafter existing under the Financing Agreements whether for principal, Make-Whole Amount, interest (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in respect thereofbankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company), when indemnification payments, expenses (including attorneys’ fees and as expenses) or otherwise (all such obligations being the same shall become due “Guaranteed Obligations”), and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree agrees to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, fees and covenants that its Guarantee will not be discharged with respect to any Security except expenses incurred by payment each holder in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenenforcing this Parent Guarantee. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Notwithstanding any stay, injunction or other prohibition preventing such acceleration action against the Company, if for any reason whatsoever the Company shall fail or be unable to duly, punctually and fully (in respect the case of the obligations guaranteed hereby. The obligations payment of each Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable, whether or not such failure or inability shall constitute an “Event of Default”, the Parent Guarantor hereunder will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be limited (i) paid such amounts to the maximum amount as will, taking into accountholders, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect lawful money of the obligations United States of America, at the place specified in Section 15, or pay such other Guarantor under its Guarantee Guaranteed Obligations or pursuant cause such Guaranteed Obligations to its contribution obligations under this Indenturebe paid, result (in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach case of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment payment of statutory capital or similar capital restrictions under applicable law and/or Guaranteed Obligations) together with interest (ii) in the amounts and to the extent otherwise necessary so that required under such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New GuarantorsNotes) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated amount due and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301owing.

Guarantee. The Guarantors jointly 16.1 In consideration of the Rent of the Equipment to the Renter, the Guarantor: (a) unconditionally and severally hereby fully irrevocably guarantees and unconditionally continues to guarantee to each Holder of a Security of each series authenticated PSS that the Renter will: (i) Pay the Amount Payable, additional charges and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional Amounts and all other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, to be paid under this Agreement in accordance with the terms of such Security and this Agreement; and (ii) Comply with all the other terms of this Indenture. The Guarantors jointly Agreement on its part to be complied with. (b) As separate undertakings, the Guarantor: (i) Agrees to indemnify PSS and severally hereby agree keep PSS indemnified against any liability, loss, claims, actions, suits, demands, costs, expenses, including all legal costs and expenses, suffered or incurred by PSS arising from or in connection with any breach of this Agreement; and (ii) As principal debtor agrees to pay to PSS on demand an amount equal to any liability, loss, claims, actions, suits, demands, costs, expenses referred to in this clause. 16.2 The guarantee and indemnity specified in this clause continues until the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer Renter complies with all of its obligations under this Agreement. 16.3 The Guarantor agrees to pay to PSS on demand PSS’s costs and the Trustee) and reasonable expenses, disbursements including legal costs, relating to any action taken under this guarantee and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. indemnity. 16.4 The Guarantors each hereby agree that its obligations hereunder shall be as if it were guarantee is a principal debtor and not merely a surety, continuing security and shall not be absolute and unconditional, irrespective of, and shall be unaffected by, wholly or partially discharged as long as any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, money due by the Holder of any Security of any series Renter is owing or the Trustee, payable to PSS or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event opinion of merger PSS may become owing or bankruptcy of the Issuer, payable. 16.5 If for any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to reason any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other the Renter to PSS are rendered unenforceable, the Guarantor under shall indemnify PSS against any resulting loss, cost or expense which PSS may suffer or incur including payment of any third- party disbursements. 16.6 The Guarantor charges all of their right, title and interest in any land and personal property held now or in the future by them to secure the payment of the guaranteed debt. The Guarantor consents to PSS lodging a caveat to protect its Guarantee or pursuant to its contribution obligations interest under this Indentureclause. If a demand is made by PSS, result in the obligations Guarantor agrees to immediately execute a mortgage or other instrument of such security, on terms satisfactory to PSS to further secure the payment of the guaranteed debts. 16.7 The Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading agrees to pay all legal costs, on an indemnity basis, disbursements and expenses incurred by PSS arising from a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder this clause by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly Unless otherwise specified in the terms of a Guarantee of a series of Securities under this Indenture, Parent and severally Tyco SCA each is named hereby as a Guarantor with respect to each series of Securities issued under this Indenture. Each person named as a Guarantor of a series of Securities under this Indenture, by being named as a Guarantor of such series of Securities, hereby fully and unconditionally guarantee guarantees (i) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee, and (ii) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances In case of the Trusteefailure of the Company punctually to make any such payment, its agentseach such Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, officerswhether at the stated maturity or by acceleration, employees and directorscall for redemption or otherwise, and as if such payment were made by the Company. Each Guarantor, by being named as a Guarantor of any other amountsseries of Securities under this Indenture, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder Company or any such Guarantor or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Each such Guarantor hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive 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 merger insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer, the benefit of discussionCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Each such Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, such Guarantor agrees to pay to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holders. Any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer Company in respect of any amounts paid to by such Holder by the Guarantors Guarantor on account of such Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of The Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeCompany’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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitythe Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly and severally hereby Unless otherwise specified in the terms of a Guarantee of a series of Securities under this Indenture, each person named as a Guarantor of a series of Securities under this Indenture, by being named as a Guarantor of such series of Securities, fully and unconditionally guarantee guarantees (i) (A) to each Holder of a each Security of each series that is authenticated and delivered by the Trustee and (B) to the Trustee on behalf of such Holder, the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium of, premium, if any, and interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturitystated maturity, by declaration of acceleration, call for redemption or otherwiseotherwise and (ii) to the Trustee on its behalf all amounts owed to the Trustee under this Indenture, in each case in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to In case of the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between failure of the Issuer punctually to make any such payment, each such Guarantor agrees to cause such payment to be made punctually when and as the Trustee) same shall become due and reasonable expensespayable, disbursements and advances of whether at the Trusteestated maturity or by acceleration, its agents, officers, employees and directorscall for redemption or otherwise, and as if such payment were made by the Issuer. Each Guarantor, by being named as a Guarantor of any other amountsseries of Securities under this Indenture, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invaliditythe validity, irregularity regularity or unenforceability enforceability of any such Security of any series or this Indenture, the absence of any failure action to enforce the provisions of same or any Security of any series or this Indenturerelease, any waiveramendment, modification waiver or indulgence granted to the Issuer with respect thereto, by the Holder or any such Guarantor or any consent to departure from any requirement of any Security other guarantee of all or any series or of the Trustee, Securities or any other circumstances which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding . Each such Guarantor hereby waives the foregoing, no such waiver, modification or indulgence shall, without the consent benefits of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive 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 Issuer or any other Person or any collateral, filing of claims with a court in the event of merger insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Each such Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, to collect interest on such Securities, or to enforce or exercise any other right or remedy with respect to any Security except by payment in full such Securities, such Guarantor agrees to the Trustee for the account of the principal thereof and any premium and interest thereon or as provided in Article Foursuch Holders, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other handupon demand therefor, the Maturity of amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Trustee or any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of Holders. Any such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder the holders of the Securities against the Issuer in respect of any amounts paid to by such Holder by the Guarantors Guarantor on account of such Security pursuant to the provisions of these Guaranteesits Guarantee or this Indenture; provided, however, that the Guarantors such Guarantor shall not be entitled to enforce, enforce or to receive any payments payment arising out of of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same such series and of like tenor issued hereunder shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of Each Guarantee shall remain in full force and effect and continue to be effective should any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not petition be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed filed by or on behalf against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the TrusteeIssuer’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 such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. For In the avoidance of doubt, the fact event that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Securitypayment, or any notation part thereof, is rescinded, reduced, restored or returned, such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of their Guarantees on any Securitya Guarantee to the contrary notwithstanding, authenticated and delivered by the Trustee aggregate amount of the obligations guaranteed hereunder shall in no way affect be reduced to the extent necessary to prevent such Guarantee from violating or limit such Guarantor’s Guarantee becoming voidable under this Section 1301applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Guarantee. The Guarantors jointly Parent Guarantor hereby absolutely, unconditionally and severally hereby fully irrevocably guarantees, as a primary obligor and unconditionally guarantee not merely as a surety, to each Holder of a Security of each series authenticated holder and delivered by its successors and permitted assigns, the Trustee the due full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal (including any amount due in respect of original issue discount) of and any premium Make-Whole Amount and interest on such Security (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the Notes and any Additional Amounts and all other amounts payable owed or to be owing by the Issuer Company which becomes due under the terms and provisions of the Financing Agreements, now or hereafter existing under the Financing Agreements whether for principal, Make-Whole Amount, interest (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in respect thereofbankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company), when indemnification payments, expenses (including reasonable attorneys’ fees and as expenses) or otherwise (all such obligations being the same shall become due “Guaranteed Obligations”), and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree agrees to pay to the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, reasonable fees and covenants that its Guarantee will not be discharged with respect to any Security except expenses incurred by payment each holder in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteenenforcing this Parent Guarantee. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of Notwithstanding any stay, injunction or other prohibition preventing such acceleration action against the Company, if for any reason whatsoever the Company shall fail or be unable to duly, punctually and fully (in respect the case of the obligations guaranteed hereby. The obligations payment of each Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable, whether or not such failure or inability shall constitute an “Event of Default”, the Parent Guarantor hereunder will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be limited (i) paid such amounts to the maximum amount as will, taking into accountholders, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect lawful money of the obligations United States of America, at the place specified in Section 15, or pay such other Guarantor under its Guarantee Guaranteed Obligations or pursuant cause such Guaranteed Obligations to its contribution obligations under this Indenturebe paid, result (in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach case of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment payment of statutory capital or similar capital restrictions under applicable law and/or Guaranteed Obligations) together with interest (ii) in the amounts and to the extent otherwise necessary so that required under such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New GuarantorsNotes) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated amount due and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301owing.

Guarantee. A Guarantee shall only be in effect with --------- respect to Securities of a series when such Guarantee is made applicable to such series in accordance with Section 301 and such Guarantee is duly executed in accordance with Section 303. The Guarantors jointly and severally Company hereby fully and unconditionally guarantee guarantees to each Holder of a Guaranteed Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal of (including any amount due in respect of original issue discount) of and any premium and Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Guaranteed Security (and any Additional Amounts the due and other amounts payable by punctual payment of the Issuer in respect thereof)sinking fund payments, if any, provided for pursuant to the terms of such Guaranteed Security, when and as the same shall become due and payable, whether at the Stated Maturitymaturity, by declaration of upon acceleration, call for redemption redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree In case of the failure of the Operating Partnership punctually to pay any such principal, premium, Make- Whole Amount, interest, Additional Amounts or sinking fund payment, the Company hereby agrees to cause any such payment to be made punctually when and as the Trustee any amount same shall become due it for the compensation (as per the fee proposal agreed and payable, whether at maturity, upon between the Issuer and the Trustee) and reasonable expensesacceleration, disbursements and advances of the Trusteeredemption, its agents, officers, employees and directorsrepayment or otherwise, and any other amounts, including indemnification amounts, due to as if such payment were made by the Trustee under Section 607Operating Partnership. The Guarantors each Company hereby agree agrees that its obligations hereunder and under any Guarantee shall be as if it were a principal debtor and not merely a as surety, and shall be absolute absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security of any series or this Indenture, any failure to enforce the provisions of any Guaranteed Security of any series or this Indenture, or any waiver, modification modification, consent or indulgence granted to the Issuer with respect thereto, thereto by the Holder of any such Guaranteed Security of any series or the Trustee, the recovery of any judgment against the Operating Partnership or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Company hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, insolvency or bankruptcy of the IssuerOperating Partnership, any right to require a proceeding first against the Issuer, the benefit of discussionOperating Partnership, protest or notice with respect to any such Guaranteed Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee the Guarantees will not be discharged with respect to any Security except by payment in full of the principal thereof of (and any premium and Make-Whole Amount, if any, on) and interest thereon or as provided and Additional Amounts, if any, on and sinking fund payments, if any, required with respect to, the Guaranteed Securities and the complete performance of all other obligations contained in Article Four, Section 802 or Article Thirteenthe Guaranteed Securities. The Guarantors each further agree thatGuarantees shall continue to be effective or be reinstated, as between such Guarantorthe case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be restored to the one handOperating Partnership or the Company upon the bankruptcy, and the Holders and the Trustee, on the other hand, the Maturity liquidation or reorganization of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for Operating Partnership or the purposes of its Guarantee, but not in the case of any stay, injunction Company or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyotherwise. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors Company shall be subrogated to all rights of each the Holder of Securities any Guaranteed Security against the Issuer Operating Partnership in respect of any amounts paid to such Holder by the Guarantors Company pursuant to the provisions of these the Guarantees; provided, however, that the Guarantors Company shall not be entitled to enforce, or to ----------------- receive any payments arising out of or based upon, such right of subrogation until the principal of (and any premium and Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on and sinking fund payments, if any, required with respect to, all the Guaranteed Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.

Guarantee. The Guarantors jointly and severally Guarantor hereby fully and unconditionally guarantee guarantees to each Holder of a Security of each series issued by the Company, authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal (including any amount due in respect of original issue discountany Original Issue Discount Security) of and any premium and 104 interest on such Security (Security, and the due and punctual payment of any Additional Amounts and other amounts payable by sinking fund payments provided for pursuant to the Issuer in respect thereof)terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption redemption, early repayment or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally Guarantor hereby agree to pay to agrees that in the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances event of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that an Event of Default its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer Company with respect thereto, thereto by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of a any Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of to any sinking fund payment required pursuant to the terms of a such Security issued under this Indenture and all demands whatsoever, and covenants that its this Guarantee will not be discharged with respect to any such Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article FourFour or Section 802. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Section 802 the Guarantor, or Article Thirteenany custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor any amount paid by the Company or the Guarantor to the Trustee or such Holder, this Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantors each Guarantor further agree agrees that, as between such the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed 105 hereby may be accelerated as provided in Article Five hereof for the purposes of its this Guarantee, but not in the case of notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations Guarantor also agrees, to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under this Guarantee. The Guarantor hereby waives any right of each set off which the Guarantor hereunder will be limited (i) to may have against the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf Holder of any other Guarantor Security in respect of the obligations of any amounts which are or may become payable by such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra ▇▇▇▇▇, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) Holder to the extent otherwise necessary so that such obligations do not constitute a breach of applicable lawCompany. The Guarantors Guarantor shall be subrogated to all rights of each Holder the Holders of any series of Securities and the Trustee against the Issuer Company in respect of any amounts paid to such Holder Holders and the Trustee by the Guarantors Guarantor pursuant to the provisions of these Guaranteesthe Guarantee; provided, however, that the Guarantors Guarantor shall not be entitled to enforce, enforce or to receive any payments arising out of or based upon, such right of subrogation until the principal of of, premium, if any, and any premium and interest interest, if any, on all of the Securities of the same such series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any the Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his his, her or its status as such stockholder, officer, director, employee or incorporator. The Guarantees Guarantee set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a any Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under this Section 1301.]

Guarantee. The Guarantors 12.1 Each Guarantor irrevocably and unconditionally jointly and severally hereby fully and unconditionally guarantee severally: (a) guarantees to the Lender punctual performance by each Holder other Obligor of a Security of each series authenticated and delivered by all that Obligor's obligations under the Trustee Finance Documents; (b) undertakes with the due and punctual payment of the principal (including Lender that whenever another Obligor does not pay any amount when due under or in respect of original issue discount) of and connection with any premium and interest Finance Document, that Guarantor shall immediately on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to demand pay to the Trustee any that amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations hereunder shall be as if it were was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a principal debtor result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause ‎12 if the amount claimed had been recoverable on the basis of a guarantee. 12.2 This guarantee is a continuing guarantee and not merely a suretywill extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability regardless of any Security of intermediate payment or discharge in whole or in part. 12.3 If any series discharge, release or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited arrangement (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor whether in respect of the obligations of such any Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 12 will continue or be reinstated as if the discharge, release or arrangement had not occurred. 12.4 The obligations of each Guarantor under this Clause 12 will not be affected by an act, omission, matter or thing which, but for this Clause ‎12, would reduce, release or prejudice any of its Guarantee or pursuant to its contribution obligations under this IndentureClause 12 (without limitation and whether or not known to it or the Lender) including: (a) any time, result in waiver or consent granted to, or composition with, any Obligor or other person; 11 (b) the obligations release of such Guarantor any other Obligor or any other person under its Guarantee not constituting a fraudulent conveyance the terms of any composition or fraudulent transfer under applicable law nor leading to a breach arrangement with any creditor of any member of the rules governing financial assistanceGroup; (c) the taking, corporate purposevariation, ultra ▇▇▇▇▇compromise, impairment exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of statutory capital any formality or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer other requirement in respect of any amounts paid instrument or any failure to such Holder by realise the Guarantors pursuant to the provisions full value of these Guarantees; providedany security; (d) any incapacity or lack of power, however, that the Guarantors shall not be entitled to enforce, authority or to receive any payments arising out legal personality of or based upondissolution or change in the members or status of an Obligor or any other person; (e) any amendment, such right novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of subrogation until the principal of and a Finance Document or any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present other document or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee. For the avoidance of doubt, the fact that none of the Guarantors (security including, without limitation, any New Guarantorschange in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g) any insolvency or similar proceedings. 12.5 Without prejudice to the generality of Clause ‎12.4 above, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other financial indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. 12.6 Each Guarantor waives any right it may have of first requiring the Lender (or will execute any Securitytrustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 12. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 12.7 Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any notation moneys received from any Guarantor or on account of their Guarantees on any Security, authenticated and delivered Guarantor's liability under this Clause 12. 12.8 Until all amounts which may be or become payable by the Trustee shall Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, no way affect Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or limit such Guarantor’s Guarantee by reason of any amount being payable, or liability arising, under this Section 1301Clause 12: (a) to be indemnified by an Obligor; (b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender; (d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause ‎12.1 above; (e) to exercise any right of set-off against any Obligor; and/or (f) to claim or prove as a creditor of any Obligor in competition with the Lender. 12.9 If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct. 12.10 This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender. 12.11 Without limiting any specific exemptions set out below: (a) no Obligor's obligations and liabilities under the Finance Documents (including under this Clause ‎12) will extend to include any obligation or liability; and (b) no Security granted by an Obligor will secure any obligations under this Clause 12, if to do so would result in this guarantee or indemnity being illegal, in breach of law or regulation or constituting unlawful financial assistance in respect of the acquisition of shares in itself or its Holding Company insofar as applicable to that Guarantor. 12.12 This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006 or any similar provision under the laws of any other applicable jurisdiction. 12.13 A Guarantor's obligations will be subject to any limitation on the amount guaranteed which is contained in the Accession Deed (if applicable) by which that Guarantor becomes a Guarantor or in any other Finance Document.