Common use of Guarantee Clause in Contracts

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Ninesubsection (b), each below, and subject to the provisions of Section 1109, the Guarantors hereby, jointly Guarantor hereby irrevocably and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees (such guarantee being the "Guarantee") to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture and the Indenture, the Notes or the obligations of the Company hereunder or thereunderSecurities hereunder, that: (i) the principal of, premium, if any, and interest on the Notes Securities promptly will be promptly paid in full when due, whether at maturitythe maturity or Interest Payment Date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, and interest, if lawful (subject in all cases to any applicable grace period provided herein)any, of the Securities, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (ii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Guarantor shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Securities and this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor Company or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to the Company or any GuarantorCompany, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each . The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations is guaranteed hereby. Each . (b) It is the intention of the Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and Company that the Trustee, on the other hand, (x) the maturity obligations of the Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations guaranteed hereby, and (y) of the Guarantor under the Guarantee shall be reduced by such court if such reduction would result in the event of any declaration of acceleration avoidance of such obligations annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as provided in Article Six, is strictly necessary to reach such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose result. For purposes of this Guarantee. Each Guarantor that makes a payment or distribution under paragraph, "fair consideration," "insolvency," "unable to pay its Guarantee debts as they mature," "unreasonably small capital" and the effective times of reductions, if any, required by this paragraph shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor be determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the applicable law. (c) The Guarantor shall be subrogated to all rights of the Holders under against the Guarantee. (e) The obligations Company in respect of each any amounts paid by Guarantor under its Guarantee pursuant to the provisions of the Guarantee or this Article Nine Indenture; provided, however, that the Guarantor shall rank equally in not be entitled to enforce or to receive any payments arising out of, or based upon, such right of payment with other existing and future senior Indebtedness of such Guarantorsubrogation until the principal of, premium, if any, and senior interest on all Securities issued hereunder shall have been paid in right of payment to all existing and future Subordinated Indebtedness of such Guarantorfull.

Guarantee. (a) Subject to this Article Nine11, each of the Guarantors hereby, jointly and severally, fully fully, unconditionally and unconditionally, irrevocably guarantees, on as a senior unsecured basisprimary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of, premium, if any, and interest interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. (b) The . Subject to this Article 11, the Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, this Supplemental Indenture and the Base Indenture (as it relates including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the Notes). amount stated above, any and all costs and expenses (cincluding reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any a Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Subsidiary 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Guarantee. (e) The obligations Company or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make an assignment for the benefit of each Guarantor under its Guarantee creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or any other Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Indebtedness Senior Debt of such Guarantor, and senior in right of if any. Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Nine12, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal and Aggregate Accreted Principal Amount of, premium, if any, premium and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal and Aggregate Accreted Principal Amount of and premium and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06To the extent permitted by applicable law, each Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each . To the extent permitted by applicable law, each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, to the extent permitted by applicable law (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 7 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) The payment of principal of, and premium and interest on, the Notes will be fully and unconditionally guaranteed by the Parent Guarantor. The Notes shall not be guaranteed initially by any of the Issuer’s Subsidiaries. Subject to this Article NineX, after the Issue Date, each of Restricted Subsidiary that guarantees or incurs certain Indebtedness, but only under the Guarantors herebyconditions described under Section 4.14, shall jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder Issuer under this Indenture or thereunder, that: (ia) the principal of, premium, if any, performance and interest on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuer under this Indenture and interest on the overdue Notes, whether for payment of principal of and of, premium or interest on the Notes, if anyexpenses, if lawful (subject in all cases to any applicable grace period provided herein)indemnification or otherwise, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) . Each Guarantor also agrees that it shall not be entitled to pay any right of subrogation in relation to the Holders or and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights under this Section 10.01. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or for distribution under its Guarantee shall have the right be entitled to seek a contribution from any non-paying Guarantor, each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor determined at Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the time Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of payment in accordance with GAAPcreditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, so long and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Guarantee. (e) The obligations Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of each any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor under in respect of its Guarantee pursuant to this Article Nine shall rank equally in right be made without set-off, counterclaim, reduction or diminution of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantorany kind or nature.

Guarantee. (a) Subject to this Article Nine10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, unconditionally guarantees on a senior unsecured basis, basis to each Holder of a Note authenticated and delivered by the Trustee Authentication Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (ia) the principal of, premiumand interest, premium and Special Interest, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes this Indenture or the IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Base Indenture (as it relates to the Notes). (c) Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthen this 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of each creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor under in respect of its Guarantee pursuant to this Article Nine shall rank equally in right be made without set-off, counterclaim, reduction or diminution of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantorany kind or nature.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly The Guarantor hereby unconditionally and severally, fully and unconditionally, guarantees, on a senior unsecured basis, irrevocably guarantees to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of the Indenturesuch Holder, the Notes or the obligations due and punctual payment of the Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the NotesAdditional Amounts, if any, if lawful (subject in all cases to any applicable grace period provided herein)on such Security when and as the same shall become due and payable, and all other obligations whether at the Stated Maturity, by declaration of the Company to the Holders acceleration, call for redemption, or the Trustee under the Notesotherwise, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, regardless of any defense, right of set-off or counterclaim that the extension or renewalGuarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated MaturityMaturity or by declaration of acceleration, by acceleration call for redemption or otherwise, and as if such payment were made by the Company. Failing The Guarantor's obligation to make a guarantee payment when due may be satisfied by direct payment of any amount so guaranteed the required amounts by the Guarantor to the Holder of the Security or any performance so guaranteed for whatever reasonto a Paying Agent, or by causing the Guarantors shall be jointly and severally obligated Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the same immediatelyGuarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their its obligations hereunder shall be unconditionalabsolute and unconditional irrespective of, irrespective and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity such Security or enforceability of the Notes or the this Indenture, the absence of any action failure to enforce the sameprovisions of such Security or this Indenture, any waiver extension of time for payment or consent performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. Subject to Section 6.06, each The Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee shall will not be discharged in respect of any Security except by complete performance of the obligations contained in the Notes, such Security and in this Supplemental Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the Base Indenture (as it relates 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 Notes). (c) If any Holder or terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee is required or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any court other right or remedy with respect to the Securities, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to return to all rights of the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to Holder of each Security upon which its Guarantee is endorsed against the Company or in respect of any Guarantor, any amount amounts paid by the Company or any Guarantor on account of such Security pursuant to the Trustee provisions of its Guarantee or such Holderthis Indenture; provided, however, that the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in relation full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or 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 Company's assets, and shall, to the Holders fullest extent permitted by law, continue to be effective or reinstated, as the Trustee in respect case may be, if at any time payment of any obligations guaranteed hereby until Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment in full of all obligations guaranteed herebyor performance had not been made. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in In the event of that any declaration of acceleration of such obligations as provided in Article Sixpayment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such obligations (whether Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteereturned. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. For value received, Platinum Underwriters Holdings, Ltd., a corporation organized under the laws of Bermuda (a) Subject herein called the "Guarantor", which term includes any successor under the Indenture referred to in the Note upon which this Article NineGuarantee is endorsed), each of the Guarantors hereby, jointly and severallyhereby absolutely, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally and irrevocably guarantees to each the Holder of a the Note authenticated and delivered by the Trustee upon which this Guarantee is endorsed, and to the Trustee on behalf of such Holder, (a) the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability of the Indentureinterest (and, if applicable, the Notes or the obligations of the Company hereunder or thereunder, that: (iRedemption Price) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when duesuch Note, whether at maturity, the Stated Maturity or by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest on the Notessuch Note, if any, if lawful lawful, and (subject in all cases to c) the due and punctual payment of any applicable grace period provided herein), and all other obligations of the Company payments due to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performedHolder, all in accordance with the terms hereof of such Note and thereof; and (ii) in of the Indenture. In case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms failure of the extension Company punctually to make any such payment of principal, premium, if any, or renewalinterest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated MaturityMaturity or by declaration of acceleration, by acceleration call for redemption or otherwise, and as if such payment were made by the Company. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is its obligations hereunder are a guarantee guaranty of payment and not a guarantee guaranty of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder collection or performance and shall be unconditionalunconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes such Note or the IndentureIndenture or any limitation of the Company thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any provisions hereof thereof or thereofof the Indenture, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee shall will not be discharged except by complete performance of the obligations contained in such Note and in this Guarantee. Without limiting the Notesgenerality of the foregoing, this Supplemental Indenture and the Base Indenture (as it relates Guarantor hereby agrees that the obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or transfer in whole or in part of the Note whether or not made without notice to the Notes). (c) If any Holder or the Trustee is required by consent of the Guarantor and shall not be subject to any court reduction, limitation, impairment or otherwise termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to return any defense of, including, but not limited to, setoff, counterclaim, recoupment or termination whatsoever, and that such obligations shall not be released, affected or impaired regardless of whether or not any Holder, including the Holder of the Note, or anyone on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to the Company, enforce any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such amount, either pursuant to the provisions of the Indenture or the Note or at law or in equity, and regardless of any other condition or contingency, or by reason of the invalidity, illegality or unenforceability of the Note or the Indenture or otherwise and that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of such Note to assert any claim or demand or to enforce any remedy under the Indenture or such Note, any other guarantee or any other agreement, by any waiver, amendment, indulgence or modification (whether material or otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of any obligations under the Indenture, the Note or this Guarantee, or by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Company or the Guarantor, or any amount paid by receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its assets, or the release of any property from the lien and security interest created by the Indenture or the Note or of any other security for the Note, or the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Indenture or the Note by operation of law, or the merger or consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to the Trustee foregoing, or by any other act or omission that may or might in any manner or to any extent vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge of a surety or guarantor as a matter of law or equity (other than the performance of the obligations contained in such Holder, Note and in this Guarantee). The Holder of the Note upon which this Guarantee hereunder is endorsed is entitled to the further benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no provision of any this Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of and interest, or any such other payments, on the Note upon which this Guarantee is endorsed. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the extent theretofore discharged, conflicts of laws principles thereof. All terms used in this Guarantee which are defined in the Indenture shall be reinstated have the meanings assigned to them in full force and effect. (d) Each Guarantor agrees that it the Indenture. This Guarantee shall not be entitled to valid or obligatory for any right purpose until the certificate of subrogation in relation to authentication on the Holders or Note upon which this Guarantee is endorsed shall have been executed by the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between under the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable Indenture by the Guarantors for the purpose manual signature of this Guarantee. Each Guarantor that makes a payment or distribution under one of its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteeauthorized officers. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, irrevocably, fully and unconditionally, unconditionally guarantees, on a senior unsecured basisas primary obligor and not merely as surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (i1) the principal of, premiumpremium and Additional Interest, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuer to the Holders or the Trustee under hereunder or thereunder (including interest accruing after the Notesfiling of any petition in bankruptcy, this Supplemental Indenture or the Base Indenture (as it relates commencement of any insolvency, reorganization or like proceeding, relating to the NotesIssuer or a Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to Issuer, the Company, any Guarantor Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either Issuer or the Company or any GuarantorGuarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) Each Guarantor hereby agrees that any Guarantor that makes a payment on the obligations under the Guarantees shall be entitled, upon payment in full of all obligations under the Guarantees, to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. The provisions of this Section 10.01(e) shall in no respect limit the obligations and liabilities of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing the Trustee and future senior Indebtedness of such Guarantorthe Holders, and senior in right of payment each Guarantor shall remain liable to all existing the Trustee and future Subordinated Indebtedness of the Holders for the full amount guaranteed by such GuarantorGuarantor hereunder.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premiumpremium on, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineThirteen, each of the Guarantors herebyhereby agrees, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to unconditionally guarantee to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (ia) the principal of, premiumand interest, if any, and interest on on, the Notes Securities will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption redemption, purchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and b) all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or and the Base Indenture (as it relates to the Notes) Securities will be promptly paid fully and punctually performed within the grace period set forth in full or performedSection 6.01(c), all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwiseif applicable. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Securities and this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Subsidiary 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 or the Trustee of Securities in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this Subsidiary Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premiumpremium and Special Interest, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premiumpremium on, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineI, each of Fossil (UK) Global Services Ltd. (the Guarantors hereby, jointly “Guarantor”) hereby irrevocably and severally, fully and unconditionally, unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, this Supplemental Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: that (ia) the principal of, of and interest and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Noteshereunder or thereunder, this Supplemental Indenture including for expenses, indemnification or the Base Indenture (as it relates to the Notes) will otherwise, shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwiseotherwise (all of the foregoing being hereinafter collectively called the “Guarantor Obligations”). Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Guarantor shall be jointly and severally obligated to pay the same immediatelypromptly. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors Guarantor hereby agree that, to the maximum extent permitted under applicable law, their agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Indenture or the this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the Obligations of the Company hereunder and under the Notes). Subject to Section 6.06, each The Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes, Notes and this Supplemental Indenture or by release in accordance with the provisions of this Indenture. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Base Indenture (as it relates to the Notes). (c) Trustee or any Holder in enforcing any rights under this Section 1.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any the Guarantor, then any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthen this 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between the GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six V of this Supplemental Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixV of this Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Guarantee. Each The Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each nonpaying Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations . Until released in accordance with Section 1.04, the Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should any of each 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 significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor under in respect of its Guarantee pursuant to this Article Nine shall rank equally in right be made without setoff, counter-claim, reduction or diminution of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantorany kind or nature.

Guarantee. (a) Subject to this Article Nine10, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, guarantees, on a an unsecured senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations Obligations of the Company Issuers hereunder or thereunder, that: (ia) the principal of, of and interest and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . All payments under each Guarantee will be made in dollars. The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or the Co-Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the Obligations of the Issuers hereunder or under the Notes). Subject to Section 6.06, each Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer or the Co-Issuer, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes, Notes and this Supplemental Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Base Indenture (as it relates to the Notes). (c) Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, then any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each nonpaying Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or the Co-Issuer for liquidation, reorganization, should the Issuer or the Co-Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s or the Co-Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Senior Indebtedness of such Guarantor, and senior in right of if any. Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Nine10, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, guarantees, on a an unsecured senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations Obligations of the Company Issuers hereunder or thereunder, that: (ia) the principal of, of and interest and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee (acting in any capacity) hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . All payments under each Guarantee will be made in dollars. The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or the Co-Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the Obligations of the Issuers hereunder or under the Notes). Subject to Section 6.06, each Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer or the Co-Issuer, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes, Notes and this Supplemental Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Base Indenture Trustee (as it relates to the Notes). (cacting in any capacity) or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, then any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each nonpaying Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or the Co-Issuer for liquidation, reorganization, should the Issuer or the Co-Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s or the Co-Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Senior Indebtedness of such Guarantor, and senior in right of if any. Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article NineEach Guarantor hereby absolutely, each of the Guarantors herebyunconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, fully as primary obligor and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenturenot merely as surety, the Notes or full and punctual payment when due and in the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when currency due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest on at the overdue principal contract rate applicable upon default accrued or accruing after the commencement of and interest on the Notesany such proceeding, if any, if lawful (subject in all cases to any applicable grace period provided hereineach case regardless of whether allowed or allowable in such proceeding), fees and all other obligations costs of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case collection. This Guarantee constitutes a guaranty of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due (whether or not any proceeding under the Bankruptcy Code shall have stayed the accrual or collection of any amount so guaranteed of the Obligations 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 operated as a guarantee of payment discharge thereof) and not a guarantee of collection. (b) The Guarantors hereby agree Each Guarantor further agrees that, to if any payment made by the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Borrower or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice Person and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates applied to the Notes). (c) If Obligations is at any Holder time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or the Trustee is required by any court preferential or otherwise required to return to the Companybe refunded or repaid, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthen, to the extent theretofore dischargedof such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment. (c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VIII hereof. (d) Each Guarantor agrees that it shall not be entitled As used herein, the term “Obligations” means all obligations of the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any right proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of subrogation any such proceeding, in relation each case regardless of whether allowed or allowable in such proceeding) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document and (ii) all other outstanding liabilities, obligations and indebtedness owing by the Borrower to the Holders Administrative Agent, any Lender or any other Indemnitee arising under the Trustee in respect Credit Agreement or any other Loan Document, of any obligations guaranteed hereby until payment in full every type and description (whether by reason of all obligations guaranteed hereby. Each Guarantor further agrees thatan extension of credit, as between the Guarantorsloan, on the one handguarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and the Holders however acquired and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable evidenced by the Guarantors any note, guarantee or other instrument for the purpose payment of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have money (including any such liabilities, obligations and indebtedness incurred after the right to seek contribution from commencement of any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders proceeding under the GuaranteeBankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Subsidiary Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes of each series or the obligations of the Company Partnership hereunder or thereunder, that: (i1) the principal ofprincipal, premium, if any, and interest on the Notes will of each series shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the such Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Partnership to the Holders or the Trustee hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will such Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii2) in case of any extension of time of payment or renewal of any Notes of any series or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwiseotherwise collectively, the “Guaranteed Obligations”. Failing payment by the Partnership when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes of each series or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyPartnership, any right to require a proceeding first against the CompanyPartnership, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesNotes of each series and this Indenture, this Supplemental Indenture and the Base Indenture (as it relates or pursuant to the Notes)Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyPartnership, any Guarantor the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company Partnership or any Guarantorthe Subsidiary Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (de) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeNote Guarantees. (ef) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Partnership for liquidation or reorganization, should the Partnership become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Partnership’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes of any series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, such Notes Guarantee shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Subsidiary Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) The obligations Notes of each series initially shall not be entitled to the benefits of any Notes Guarantee of any Subsidiary Guarantor under its Guarantee pursuant to contemplated by this Article Nine shall rank equally 10. After the Issue Date, any Subsidiary Guarantors will provide a Note Guarantee in right of payment accordance with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such GuarantorSection 4.10.

Guarantee. (a) Subject to this Article NineThe Guarantor expressly, each of absolutely, unconditionally and irrevocably guarantees (the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and “Guarantee”) to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the IndentureHolders, the Notes or the due, punctual and complete performance when required of all payment obligations of the Company under this Agreement (the “Obligations”). The Guarantee is in no way conditioned upon any requirement that the Holders first attempt to collect the Obligations from the Company or resort to any security or other means of collecting payment. Should the Company default in the due and punctual payment or performance of the Obligations, the Guarantor’s obligations hereunder shall become immediately due and payable to the Holders. All sums payable by the Guarantor hereunder shall be made in immediately available funds in U.S. Dollars. The Holders may, in their sole discretion, bring and prosecute a separate action or thereunderactions against the Guarantor for the full amount of the Obligations regardless of whether any action is brought against the Company or any other person or whether the Company or any other person is joined in any such action or actions. (b) In the event that the Company becomes subject to a bankruptcy, that: reorganization or similar proceeding, (i) the principal of, premium, if any, Holders shall not be obligated to file any claim relating to the Obligations and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations failure of the Company Holders to so file shall not affect the Holders or the Trustee under the NotesGuarantor’s obligations hereunder, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) the Obligations shall not be affected or delayed by any such proceeding. In the event that any payment to the Holders in case respect of any extension of time of Obligations is rescinded or must otherwise be returned or reduced for any reason whatsoever, this Guarantee shall continue to be effective or be reinstated, as the case may be, and the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwisehad not been made. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this This is a an unconditional guarantee of payment from Guarantor and not a guarantee of collection. (bc) The Guarantors hereby agree thatIn the event that the Guarantor consolidates with or merges into any other Person (as defined in the Merger Agreement) or conveys, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity transfers or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect leases its properties and assets substantially as an entirety to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixPerson, such obligations (whether or not due and payable) other Person shall forthwith become due and payable by assume the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined Obligations at the time of payment in accordance with GAAPsuch consolidation, so long as merger or sale, and shall promptly provide evidence to the exercise Holders of such right does not impair the rights of the Holders under the Guaranteeassumption. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premiumpremium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine11, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustees and to the Trustee Trustees and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes Notes, the Collateral Agreements or the obligations Obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premium, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company to the Holders or the Trustee Trustees and the Collateral Agent hereunder or thereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations Obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, any Collateral Agreement or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder Holder, the Collateral Agent or the a Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by to either the Company or any Guarantor to Trustee, the Trustee Collateral Agent or such Holder, the Guarantee hereunder of any GuarantorNote Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Collateral Agent and the Trustee, on the other hand, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Six6 hereof, such obligations Obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this the Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: : (i1) the principal of, premiumpremium on, if any, and interest on and Additional Interest, if any, on, the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, interest and interest on Additional Interest, if any, on, the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Guaranteed or any performance so guaranteed Guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor of them to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, The Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee Security, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of the Indentureeach such Holder, the Notes or the obligations due and punctual payment of the Company hereunder or thereunder, that: (i) the principal of, premium, premium (if any, ) and interest on such Security and the Notes will be promptly paid in full due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security when dueand as the same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture. In case of the extension failure of the Company punctually to make any such principal, premium (if any), interest, or renewalsinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity any Security of any series or enforceability of the Notes or the this Indenture, the absence of any action failure to enforce the sameprovisions of any Security of any series or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions hereof or thereof, the recovery Security of any judgment against series or the CompanyTrustee, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the consent of the Guarantor increase the principal amount of a Security or the interest rate thereon or change the currency of payment with respect to any Security, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or acceleration of the maturity thereof pursuant to Section 6.06502, each or increase any premium payable upon redemption thereof or increase any sinking fund payment required under such Security. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever whatsoever, and covenant covenants that this Guarantee shall will not be discharged with respect to any Security except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal of, premium (if any) and interest, if any, thereon. Each Guarantor further agrees thatIf at any time any payment of principal of, as between premium (if any) and interest on such Security is rescinded or must be otherwise restored or returned upon the Guarantorsinsolvency, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity bankruptcy or reorganization of the Company, the Guarantor’s obligations guaranteed hereby may hereunder with respect to such payment shall be accelerated reinstated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration date of such obligations rescission, restoration or return as provided in Article Six, though such obligations (whether or not due and payable) shall forthwith payment had become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined but had not been made at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteetime. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to Notwithstanding any provision of this Article NineXI to the contrary, the provisions of this Article XI relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors herebyhereby fully, jointly unconditionally and severallyabsolutely guarantees (each, fully and unconditionally, guarantees, on a senior unsecured basis, “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, and premium, if any, and interest on the Notes will be promptly paid in full Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when dueand as such principal, premium, if any, and interest shall become due and payable, whether at maturity, the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases according to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalSecurities and this Indenture, whether at Stated Maturity, by acceleration or otherwise. subject to the limitations set forth in Section 11.03. (c) Failing payment when due of any amount so guaranteed or any performance so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured obligation of the related Subsidiary Guarantor and will be subordinated in right of payment to all unsecured and unsubordinated Debt of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, its Guarantee, the Guarantee of any other Subsidiary Guarantor or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any Subsidiary Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a Guarantor. Subject 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 Guarantor of the Subsidiary Guarantors under this Article XI shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Subsidiary Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and covenant that this the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee shall without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If Subsidiary Guarantors further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to its Guarantee is, or otherwise to return to must be, rescinded or returned for any reason whatsoever, including, without limitation, the Companyinsolvency, any Guarantor bankruptcy or any custodian, trustee, liquidator or other similar official acting in relation to reorganization of the Company or any Guarantorof the Subsidiary Guarantors, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Guarantee hereunder of any Guarantorshall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be reinstated in full force and effecteffective or be reinstated, as the case may be, as though such application had not been made. (df) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Subsidiary Guarantor agrees pursuant to the provisions of this Indenture; provided, however, that it such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until all of the Holders or Securities of such series and the Trustee in respect of any obligations guaranteed hereby until payment related Guarantees shall have been paid in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteedischarged. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, fully irrevocably and unconditionally, unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its Agents and their respective successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (i1) the principal ofprincipal, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuer to the Holders or Holders, the Trustee or any Agent hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the any Subsidiary Guarantors shall be jointly and severally obligated to pay or perform the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture, this Supplemental Indenture and the Base Indenture (as it relates or pursuant to the Notes)Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Subsidiary Guarantors or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to the Company Issuer or any Guarantorthe Subsidiary Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any GuarantorNote Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (de) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this any Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (ef) The Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by any Subsidiary Guarantor in respect of a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor (a “Funding Guarantor”) under its Note Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Note Guarantees in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of each such Contributing Guarantor under its Note Guarantee pursuant that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance or financial assistance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness Section 10.01, any assets or liabilities of such GuarantorContributing Guarantor arising by virtue of any rights to subrogation, and senior in right reimbursement or indemnification or any rights to or obligations of payment to all existing and future Subordinated Indebtedness contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Note Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(i). For the avoidance of doubt, nothing in this Section 10.01(i) shall limit or impair, by implication or otherwise, any Subsidiary Guarantor’s obligations under its Note Guarantee.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premium, if any, on, and interest interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Other than as provided for in Article 8 and Article 10 hereof, the Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall will not be discharged except pursuant to Article 8 or Article 10 or by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject Guarantor hereby unconditionally and irrevocably guarantees to this Article Nine, each the Sprott Lender Parties the due and punctual payment and performance of the Guarantors herebyObligations and agrees on written demand of the Agent, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basisfollowing the occurrence of an Event of Default, to each Holder of a Note authenticated perform or discharge the Obligations which have not been fully performed or discharged at the times and delivered by in the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid manner provided for in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionAgreement. (b) The Guarantors hereby agree Without prejudice to the rights of the Sprott Lender Parties against Borrower, Guarantor unconditionally and irrevocably agrees that, to as between the maximum extent permitted under applicable lawSprott Lender Parties and itself, their obligations hereunder it will be liable as principal debtor in respect of the performance of the Obligations and not merely as surety and, accordingly, Guarantor shall be unconditionalfully liable forthwith on demand by the Agent, following the occurrence and during the continuance of an Event of Default, to perform or discharge the Obligations irrespective of the validity, regularity effectiveness or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment Obligations against the Company, any action to enforce the same Borrower or any other circumstance fact or circumstances which would or might otherwise constitute a legal or equitable discharge of or defense of defence to a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency guarantor or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes)surety. (c) If As a separate and independent obligation, if any Holder or of the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount Obligations are not duly and punctually paid by Borrower and performed by Guarantors under Section 10(a) for any reason whatsoever Guarantor unconditionally and irrevocably agrees to indemnify and save the Company Sprott Lender Parties harmless from and against any losses which the Sprott Lender Parties may suffer or any Guarantor incur from the failure of Borrower to the Trustee or duly perform such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectObligations. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity The Guarantee of the obligations guaranteed hereby may be accelerated as provided Obligations is a continuing guarantee and shall remain in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect effect until all of the obligations guaranteed hereby, and (y) in Obligations existing or arising or which may arise under or by virtue of the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee Obligations shall have the right to seek contribution from any non-paying Guarantorbeen paid, performed or discharged in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteefull. (e) Guarantor waives any rights it may have as surety under any Applicable Law which may at any time be inconsistent with any of the provisions hereof or which it may have of first requiring the Sprott Lender Parties to proceed against or claim performance or payment from Borrower or any other Person. (f) The Sprott Lender Parties, without notice to Guarantor and without discharging, prejudicing or affecting the obligations of each Guarantor hereunder, may (i) grant time, indulgences, concessions, releases and discharges or any financial accommodation to Borrower; (ii) take, hold, fail to take or hold, vary, deal with, realize, enforce, release or determine not to enforce, perfect or release any other guarantee, indemnity or security for all or any of the Obligations; or (iii) effect compositions from, and otherwise deal with, Borrower and all other Persons as the Lenders may see fit and generally may otherwise do or omit to do any act or thing which, but for this provision, might operate to discharge, prejudice or affect the obligations of Guarantor hereunder. (g) G▇▇▇▇▇▇▇▇ agrees that the liability of Guarantor under its this Guarantee is absolute and unconditional irrespective of: (i) the lack of validity or enforceability of any terms of any of the Credit Documents; (ii) any contest by Borrower or any other Person as to the amount of the Obligations, the validity or enforceability of any terms of the Credit Documents or the perfection or priority of any Security; (iii) any defence, counter claim or right of set-off available to Borrower; (iv) any release, compounding or other variance of the liability of Borrower or any other Person liable in any manner under or in respect of the Obligations or the extinguishment of all or any part of the Obligations by operation of law; (v) any change in the time or times for, or place or manner or terms of payment or performance of the Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which any Sprott Lender Party may grant to Borrower or any other Person; (vi) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any increase in the amounts available thereunder or the inclusion of an additional borrower thereunder), or other action or inaction under, the Credit Documents or any other related document or instrument, or the Obligations; (vii) any discontinuance, termination or other variation of any terms or conditions of any transaction with, Borrower or any other Person; (viii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of Borrower, Guarantor or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of Borrower, Guarantor or their respective businesses; (ix) any dealings with the security which Security Agent or any Sprott Lender Party holds or may hold pursuant to the terms and conditions of the Credit Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (x) any limitation of status or power, disability, incapacity or other circumstance relating to Borrower, Guarantor, or any other Person, including any Insolvency Event involving or affecting Borrower, Guarantor, or any other Person or any action taken with respect to this Article Nine Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall rank equally have notice or knowledge of any of the foregoing; (xi) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Credit Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (A) any Governmental Authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of Guarantor under this Guarantee, or (B) any court order that amends, varies, reduces or otherwise affects any of the Obligations; (xii) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by or on behalf of the Sprott Lender Parties, or any of them, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which any Sprott Lender Party (or Security Agent) realizes on such security; (xiii) any application of any sums received to the Obligations, or any part thereof, and any change in such application; and (xiv) any other circumstances which might otherwise constitute a defence available to, or a discharge of, Guarantor, Borrower or any other Person in respect of the Obligations or this Guarantee. (h) Subject only to any demand expressly required pursuant to Sections 10(a) and (b), Guarantor hereby waives notice of the acceptance of this Guarantee and of presentment, demand and protest and notices of non-payment and dishonour and any other demands and notices required by any Applicable Law. (i) From the date or dates upon which any demand is made against Guarantor under this Section 10 until the Obligations have been performed and discharged in full, Guarantor shall not (i) claim any set-off or counterclaim against Borrower; (ii) make or enforce any claim or right (including a right of subrogation or contribution) against Borrower to prove in competition with any Sprott Lender Party in the event of an Insolvency Event of Borrower or in respect of any outstanding liability of Borrower hereunder; or (iii) in competition with the Sprott Lender Parties claim the benefit of any security or guarantee now or hereafter held by or on behalf of the Sprott Lender Parties for any money or liabilities due or incurred by Borrower to the Sprott Lender Parties or any share therein. (j) The Sprott Lender Parties shall not be obligated before taking any steps to enforce this Guarantee (i) to take any steps or proceedings or other action whatsoever or obtain any judgment against Borrower or any other Person in any court or tribunal, (ii) to make or file any claim in an Insolvency Event in respect of Borrower or any other Person, (iii) to exercise any diligence against Borrower, or (iv) resort to any other means of payment. (k) Nothing herein contained shall restrict or adversely affect or be construed to restrict or adversely affect any right which a Sprott Lender Party may have to set-off any Obligations owed by Guarantor under this Guarantee to such Sprott Lender Party against any obligations owed by such Sprott Lender Party to Guarantor, regardless of the place of payment with other existing and future senior Indebtedness or currency of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such GuarantorObligations.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, guarantees, on a an unsecured senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (ia) the principal of, of and interest and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder or under the Notes). Subject to Section 6.06, each Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes, Notes and this Supplemental Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Base Indenture (as it relates to the Notes). (c) Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, then any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each nonpaying Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations Guarantees. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of each Guarantor under its Guarantee creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Senior Indebtedness of such Guarantor, and senior in right of if any. Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article NineEach Guarantor hereby absolutely, each of the Guarantors herebyunconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, fully as primary obligor and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenturenot merely as surety, the Notes or full and punctual payment when due and in the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when currency due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest on at the overdue principal contract rate applicable upon default accrued or accruing after the commencement of and interest on the Notesany such proceeding, if any, if lawful (subject in all cases to any applicable grace period provided hereineach case regardless of whether allowed or allowable in such proceeding), fees and all other obligations costs of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case collection. This Guarantee constitutes a guaranty of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due (whether or not any proceeding under the Bankruptcy Code shall have stayed the accrual or collection of any amount so guaranteed of the Obligations 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 operated as a guarantee of payment discharge thereof) and not a guarantee of collection. (b) The Guarantors hereby agree Each Guarantor further agrees that, to if any payment made by the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Borrower or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice Person and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates applied to the Notes). (c) If Obligations is at any Holder time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or the Trustee is required by any court preferential or otherwise required to return to the Companybe refunded or repaid, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthen, to the extent theretofore dischargedof such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment. (c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VIII hereof. (d) Each Guarantor agrees that it shall not be entitled As used herein, the term “Obligations” means all obligations of the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any right proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of subrogation any such proceeding, in relation to each case regardless of whether allowed or allowable in such proceeding) on, the Holders Loans when and as due, whether at stated maturity or the Trustee earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, (ii) all reimbursement obligations (including payments in respect of any obligations guaranteed hereby until payment in full reimbursement of disbursements and interest thereon) with respect to the Total LC Exposure and all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Borrower under any Loan Document to provide cash collateral for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyLC Exposure, and (yiii) in all other outstanding liabilities, obligations and indebtedness owing by the event Borrower to the Administrative Agent, any Lender, any Issuing Bank or any other Indemnitee arising under the Credit Agreement or any other Loan Document, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any declaration of acceleration of such obligations as provided in Article Sixdraft drawn thereunder, such obligations loan, guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not due and payable) shall forthwith become due and payable evidenced by the Guarantors any note, guarantee or other instrument for the purpose payment of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have money (including any such liabilities, obligations and indebtedness incurred after the right to seek contribution from commencement of any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders proceeding under the GuaranteeBankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine11, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the Security Documents or the obligations of the Company Partnership hereunder or thereunder, that: : (i1) the principal of, premiumand premium or interest, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on of, or premium or interest, if any, on, the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Partnership to the Holders Holders, the Collateral Trustee or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor of them to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Collateral Trustee and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineTen, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, fully irrevocably and unconditionally, unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its Agents and their respective successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (i1) the principal ofprincipal, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuer to the Holders or Holders, the Trustee or any Agent hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the any Subsidiary Guarantors shall be jointly and severally obligated to pay or perform the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture, this Supplemental Indenture and the Base Indenture (as it relates or pursuant to the Notes)Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, any Agent or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Subsidiary Guarantors or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to the Company Issuer or any Guarantorthe Subsidiary Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any GuarantorNote Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (de) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this any Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (ef) The Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by any Subsidiary Guarantor in respect of a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor (a “Funding Guarantor”) under its Note Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Note Guarantees in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of each such Contributing Guarantor under its Note Guarantee pursuant that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance or financial assistance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness Section 10.01, any assets or liabilities of such GuarantorContributing Guarantor arising by virtue of any rights to subrogation, and senior in right reimbursement or indemnification or any rights to or obligations of payment to all existing and future Subordinated Indebtedness contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Note Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(i). For the avoidance of doubt, nothing in this Section 10.01(i) shall limit or impair, by implication or otherwise, any Subsidiary Guarantor’s obligations under its Note Guarantee.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly The Guarantor hereby irrevocably and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability any premium, interest and Additional Amounts on and the due and punctual payment of any other payments provided for pursuant to the terms of such Security and any and all amounts under the Indenture, when and as the Notes 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 obligations terms of such Security and this Indenture. This guarantee will not be discharged with respect to any Securities of any series except by payment in full of the Company hereunder or thereunder, that: (i) the principal ofthereof, premium, if any, interest thereon and interest on any Additional Amounts with respect thereto and all other amounts payable thereunder and under this Indenture with respect thereto. The Guarantor hereby expressly waives its right to require the Notes will 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 immediately to make any such payment, the Guarantor hereby agrees to cause such payment to be promptly paid in full made immediately when dueand as the same shall become due and payable, whether at maturity, the Stated Maturity or by declaration of acceleration, call for redemption or repayment or otherwise, and interest on as if such payment were made by the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwiseCompany. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of the Notes any Security or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Notes Trustee with respect to any provisions hereof thereof or thereofof this Indenture, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this no guarantee (including any Guarantee shall not endorsed on a Security) will be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this guarantee. The Guarantor hereby agrees that, in the Notesevent of a default in payment of principal (or premium, this Supplemental Indenture if any) or interest on and the Base Indenture (as it relates any Additional Amounts with respect to the Notes). (c) If any Holder Security, or a default in any other payment referred to therein, legal proceedings may be instituted immediately by the Trustee is required by any court on behalf of, or otherwise by, the Holder of such Security, on the terms and conditions set forth in this Indenture, directly against the Guarantor to return to enforce this guarantee without first proceeding against the Company, any . The Guarantor or any custodian, trustee, liquidator or other similar official acting in relation shall be subrogated to all rights of the Holders of the Securities of a particular series against the Company or in respect of any Guarantor, any amount amounts paid by the Company or any Guarantor on account of such Securities pursuant to the Trustee provisions of this guarantee or such Holderthis Indenture; provided, however, that the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until the Holders or the Trustee principal of, any premium and interest on and any Additional Amounts in respect of any obligations guaranteed hereby until payment in full all Securities of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handsuch series issued hereunder, and the Holders and the Trustee, on the all other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration amounts payable in respect of the obligations guaranteed herebythereof, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, been paid in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteefull. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors Guarantors, if any, hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee or the Authentication Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (i) the principal of, Additional Amounts and premium, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, Additional Amounts and premium, if any, if lawful on the Notes (subject in all cases to any applicable grace period provided herein), the extent permitted by law) and all other obligations of the Company Issuer to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors Each Guarantor hereby agree that, to the maximum extent permitted under applicable law, their agrees that its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to or for the Companybenefit of the Issuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by either the Company Issuer or any Guarantor the Guarantors to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, , (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and (yii) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject Guarantor hereby absolutely and unconditionally guarantees to this Article Nine, Buyer the due and punctual payment and performance by each Seller of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder all of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the such Seller’s obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the NotesSale Agreement (the “Guaranteed Obligations”); provided, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationshowever, that same will Guarantor shall not be promptly paid in full when liable to make any payment until three Business Days following receipt by Guarantor of written notice from the Buyer that a payment of an amount is due or performed in accordance with under the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwiseSale Agreement. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their its obligations hereunder shall not be unconditionallimited, altered, modified or impaired in any way, irrespective of the validity, regularity or enforceability of the Notes Sale Agreement, any change in or the Indentureamendment thereto, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Buyer with respect to any provisions hereof or provision thereof, any other action, omission or occurrence or circumstance whatsoever which may in any manner or to any extent vary the recovery risk or effect discharge of any judgment against the Company, any action to enforce the same Guarantor hereunder as a matter of law or otherwise or any other occurrence or circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment or performance in full of such obligation or that such obligation is not due and owing in accordance with the express terms of the Sale Agreement) and this Guarantee shall in no way be conditioned or contingent upon any obligation of Buyer to collect from or seek performance by any Seller; provided that (i) the foregoing shall not constitute, or be interpreted as, a waiver by Guarantor of any defense with respect to the Guaranteed Obligations (other than a defense existing solely as a result of a Seller’s bankruptcy, insolvency or similar proceeding under applicable Law, an “Insolvency Event”) that a Seller may have in respect of the Guaranteed Obligations and shall be limited to, and only have effect as, a waiver of suretyship defenses that Guarantor may have in respect of the Guaranteed Obligations, (ii) except to the extent that a Guaranteed Obligation is stayed or reduced as a result of an Insolvency Event in respect of a Seller, Guarantor. Subject ’s obligations in respect of and liability for the Guaranteed Obligations shall be no greater than the obligations and liabilities of the relevant Seller in respect of such Guaranteed Obligations, (iii) nothing contained herein shall be deemed to Section 6.06, each constitute a waiver by Guarantor hereby waives diligence, presentment, of presentment or demand of payment, filing of claims payment or notice to Guarantor with a court in respect to the event of insolvency Sale Agreement and the obligations evidenced thereby or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant hereby. Guarantor covenants that this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handSale Agreement, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premiumpremium and Special Interest, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each non‑paying Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineTen, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (i1) the principal of, and premium, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the NotesTrustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. All payments under such Subsidiary Guarantee shall be made in U.S. Dollars. (b) The Guarantors Each Subsidiary Guarantor hereby agree that, to the maximum extent permitted under applicable law, their agrees that its obligations hereunder shall be as if it was the principal debtor and not merely surety. Each Subsidiary Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Subsidiary Guarantors, any amount paid by such Person to such Holder or the Company or any Guarantor to the Trustee or such HolderTrustee, the Guarantee hereunder of any Guarantoras applicable, then this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. Each A Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeGuarantees. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee (or the Authentication Agent) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of, interest and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) will thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Base Indenture (as it relates to the Notes). (c) Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations Note Guarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of each Guarantor under its Guarantee creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantorbe invalid, illegal or unenforceable, the validity, legality, and senior enforceability of the remaining provisions shall not in right of any way be affected or impaired thereby. Each payment to all existing be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 10.01, the term “Trustee” shall also include each of the Paying Agent and future Subordinated Indebtedness of such GuarantorRegistrar, as applicable.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors herebyThe Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basisseverally with the Borrower, to each Holder holder of a Note Bond authenticated and delivered by the Trustee Trustee, and to the Trustee Authority, (1) the due and its successors and assigns, irrespective punctual payment of the validity principal of (including any amount in respect of original issue discount), and enforceability any premium and interest on, such Bond and the due and punctual payment of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premiumAmortization Requirements, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesanalogous obligations, if any, if lawful (subject in all cases provided for pursuant to any applicable grace period provided herein)the terms of such Bond, when and as the same shall become due and payable, whether at stated maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of such Bond and of the Trust Agreement, and (2) the payment of all other amounts payable by the Borrower and the performance of all other obligations of the Company to Borrower under this Agreement and the Holders Collateral Documents. In case of default by the Borrower in the payment of any principal (including any amount in respect of original issue discount), interest, Amortization Requirements, or analogous obligation, or in the payment of any other amounts payable by the Borrower or the Trustee performance of any other obligations of the Borrower under this Agreement, the NotesGuarantor agrees duly and punctually to pay or perform the same. The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of the Guarantor, this Supplemental Indenture whether now existing or the Base Indenture (hereafter incurred, shall be as it relates to the Notes) will principal and not merely as surety, and shall be promptly paid in full or performed, all in accordance with the terms hereof absolute and thereof; and (ii) in case unconditional irrespective of any extension of the time of for payment or renewal of any Notes such Bond or other obligation, any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due modification of any amount so guaranteed or any performance so guaranteed for whatever reasonsuch Bond, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Agreement or the IndentureTrust Agreement, the absence any invalidity, irregularity or unenforceability of any action to enforce such Bond, this Agreement or the sameTrust Agreement, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action failure to enforce the same or any waiver, modification, consent or indulgence granted to the Borrower with respect thereto by the Holder of such Bond or the Trustee, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Subject to Section 6.06, each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyBorrower, any right to require a demand or proceeding first against the CompanyBorrower, protest, protest or notice with respect to any such Bond or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee shall guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, principal of (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding including any stay, injunction or other prohibition preventing such acceleration amount payable in respect of the obligations guaranteed herebyoriginal issue discount), and (y) in the event any premium and interest on all Bonds and of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and all other amounts payable by the Guarantors for Borrower and performance of all other obligations of the purpose of Borrower under this GuaranteeAgreement. Each The Guarantor agrees that makes a payment or distribution any and all rights under its Guarantee shall have this guarantee may be enforced by any Bondholder, by the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on Authority and by the adjusted net assets of each Guarantor determined at the time of payment Trustee in accordance with GAAP, so long the terms of the Trust Agreement and this Agreement. Until such time as the exercise Bonds are paid in full, the Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of such right does not impair law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Holders under Borrower with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the GuaranteeBorrower in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Bond until the certificate of authentication on such Bond shall have been signed by the Trustee. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any obligation guaranteed hereunder is rescinded or must otherwise be returned by any holder of a Bond or by the Authority upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, all as though such payment had not been made. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject The Guarantor, as primary obligor and not as surety, hereby unconditionally and irrevocably guarantees to this Article Nine, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the IndentureLessor, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturitypunctual and full payment by Lessee of all amounts of Interim Rent, by accelerationBasic Rent, redemption or otherwiseSupplemental Rent, and interest on the overdue principal of and interest on the NotesStipulated Loss Value, if any, if lawful (subject in all cases to any applicable grace period provided herein), Fair Market Sales Value and all other obligations amounts (including, without limitation, amounts payable as damages in case of the Company default) to be paid by Lessee pursuant to the Holders Lease, whether such obligations now exist or arise hereafter, as and when the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all same shall become due and payable in accordance with the terms hereof thereof (such obligations being hereinafter called the "Obligations"). The Guarantor further agrees to pay Lessor on demand any and thereof; all costs and expenses (iiincluding reasonable fees and disbursements of counsel) that may be paid or incurred by Lessor in case collecting any Obligations or in preserving or enforcing any rights under this Guarantee or under the Obligations. This Guarantee is a guarantee of payment, performance and compliance and not of collectibility, is in no way conditioned or contingent upon any extension attempt to collect from or enforce performance or compliance by Lessee or the Original Guarantor, or upon any other event, contingency or circumstance whatsoever, and shall be binding upon and against the Guarantor without regard to the validity or enforceability of time of payment the Lease. If for any reason whatsoever Lessee shall fail or renewal of any Notes or be unable duly, punctually and fully to pay any of the Obligations as and when the same shall become due and payable or to perform or comply with any of the Obligations, the Guarantor will immediately pay or cause to be paid such other obligations, that Obligations to the Person or Persons entitled to receive the same will be promptly paid in full when due or performed in accordance with (according to their respective interests) under the terms of the extension Lease, or renewalperform or comply with any such Obligation or cause the same to be performed or complied with, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of together with interest on any amount so guaranteed or any performance so guaranteed due and owing from Lessee at the rate provided for whatever reason, by the Guarantors shall be jointly and severally obligated to pay Lease from the date the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith have become due and payable by to the Guarantors for the purpose date of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteepayment. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10 (including Section 10.06(a)), each of the Guarantors Guarantor hereby, jointly and severally, fully irrevocably and unconditionally, guaranteesunconditionally Guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its Agents and their respective successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (i1) the principal ofprincipal, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuers to the Holders or Holders, the Trustee or any Agent hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment by the Issuers when due of any amount so guaranteed Guaranteed or any performance so guaranteed 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 Guarantee of payment and not a guarantee Guarantee of collection. (b) The Guarantors hereby agree that, (subject to the maximum extent permitted under applicable law, Section 10.06(a)) that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or the Co-Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer or the Co-Issuer, any right to require a proceeding first against the CompanyIssuer or the Co-Issuer, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture, this Supplemental Indenture and the Base Indenture (as it relates or pursuant to the Notes)Section 10.06. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to the Company Issuers or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (de) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed Obligations Guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (ef) The Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer of the Co-Issuer for liquidation or reorganization, should the Issuer or the Co-Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s or Co-Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or this Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Note Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Note Guarantees in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of each such Contributing Guarantor under its Note Guarantee pursuant that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance or financial assistance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness Section 10.01, any assets or liabilities of such GuarantorContributing Guarantor arising by virtue of any rights to subrogation, and senior in right reimbursement or indemnification or any rights to or obligations of payment to all existing and future Subordinated Indebtedness contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Note Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments received on or before such date by such Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(i). For the avoidance of doubt, nothing in this Section 10.01(i) shall limit or impair, by implication or otherwise, each Guarantor’s obligations under its Note Guarantee.

Guarantee. (a) Subject to this Article NineTen, each of the Guarantors herebyGuarantor, jointly and severally, and fully and unconditionally, guarantees, on a senior unsecured basis, guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if anySecurities, 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 under hereunder or thereunder, including any obligations to repurchase Securities from the NotesHolders, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors each Guarantor shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to To the maximum extent permitted under applicable law, their the obligations of any Guarantor hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Securities and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any GuarantorGuarantors, any amount paid by the Company or any Guarantor of them to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each No Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the any Guarantors for the purpose of this Guarantee. Each Any Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineEleven, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, unconditionally guarantees on a senior unsecured basis, basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (ia) the principal of, premium, if any, of and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) will thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.067.06 hereof, each Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Seven hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixSeven hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10 [SUBSIDIARY GUARANTEES], each the Subsidiaries of the Company listed on the signature pages hereto as Guarantors, and if and to the extent any Subsidiary subsequently Guarantees obligations under the Credit Facility the Company will cause such Subsidiary to become a Guarantor of the Notes and execute a supplemental indenture in the form attached hereto as Exhibit E. Each of the Guarantors herebyshall, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i) the principal of, premium, if any, and interest on on, the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on on, the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) will thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Guaranteed or any performance so guaranteed Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees shall agree that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby shall agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees shall agree that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed Guaranteed hereby. Each Guarantor shall further agrees agree that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 [DEFAULTS AND REMEDIES] hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 [DEFAULTS AND REMEDIES] hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine11, each of the Guarantors hereby, jointly and severally, fully fully, unconditionally and unconditionally, irrevocably guarantees, on as a senior unsecured basisprimary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of, premium, if any, interest and interest Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, this Supplemental Indenture and the Base Indenture (as it relates including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the Notes). amount stated above, any and all costs and expenses (cincluding reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any a Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Subsidiary 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Guarantee. (e) The obligations Company or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make an assignment for the benefit of each Guarantor under its Guarantee creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or any other Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Indebtedness Senior Debt of such Guarantor, and senior in right of if any. Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Nine, each 22.1 In consideration of the Guarantors herebySeller entering into this Sale and Purchase Agreement, jointly the Guarantor unconditionally and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and irrevocably guarantees to the Trustee Seller the due and its successors punctual performance of all the obligations and assigns, irrespective Liabilities of the validity and enforceability of the Indenture, the Notes Buyer under or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company otherwise pursuant to the Holders or the Trustee under the Notes, provisions of this Supplemental Indenture or the Base Indenture Sale and Purchase Agreement (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations and liabilities may from time to time be varied, extended, increased or replaced) that same will are to be promptly paid satisfied, performed or discharged prior to or upon the Completion Date (the Guaranteed Obligations) and undertakes to keep the Seller fully indemnified against all Liabilities and Losses, which it may suffer or incur as result of any failure or delay by the Buyer in full when due or performed in accordance with the terms performance of the extension Guaranteed Obligations. 22.2 If any Guaranteed Obligations is not or renewalceases to be valid or enforceable against the Buyer (in whole or in part) on any ground whatsoever (including, whether at Stated Maturitybut not limited to, by acceleration any defect in or otherwise. Failing payment when due want of powers of the Buyer or irregular exercise of such powers, or any lack of authority on the part of any amount so guaranteed person purporting to act on behalf of the Buyer, or any performance so guaranteed for whatever reasonlegal or other limitation, disability or incapacity, or any change in the constitution of, or any amalgamation or reconstruction of, or the liquidation, administration or insolvency of, the Guarantors Buyer), the Guarantor shall nevertheless be jointly and severally obligated liable to pay the Seller in respect of that purported obligation or liability as if the same immediately. Each were fully valid and enforceable and the Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionwere the principal debtor in respect thereof. (b) 22.3 The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective liability of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that under this Guarantee guarantee shall not be discharged except by complete performance or affected in any way by: 22.3.1 the Seller compounding or entering into any compromise, settlement or arrangement with the Buyer, any co-guarantor or any other person; or 22.3.2 any variation, extension, increase, renewal, determination, release or replacement of this Sale and Purchase Agreement, whether or not made with the consent or knowledge of the obligations contained in Guarantor; or 22.3.3 the NotesSeller granting any time, this Supplemental Indenture and the Base Indenture (as it relates indulgence, concession, relief, discharge or release to the Notes)Buyer, any co-guarantor or any other person or releasing, giving up, agreeing to any variation, renewal or replacement of, releasing, abstaining from or delaying in taking advantage of or otherwise dealing with any securities from or other rights or remedies which it may have against the Buyer, any co-guarantor or any other person; or 22.3.4 any other matter or thing which, but for this provision, might exonerate or affect the liability of the Guarantor. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it 22.4 The Seller shall not be entitled obliged to take any steps to enforce any rights or remedy against the Buyer or any other person before enforcing this guarantee. 22.5 This guarantee is in addition to any other security or right of subrogation in relation now or hereafter available to the Holders Seller and is a continuing security notwithstanding any liquidation, administration, insolvency or other incapacity of the Buyer or the Trustee Guarantor. 22.6 Until the full and final discharge of the Guaranteed Obligations, the Guarantor: 22.6.1 waives all of its rights of subrogation, reimbursement and indemnity against the Buyer and all rights of contribution against any co-guarantor and agrees not to demand or accept any security from the Buyer or any co-guarantor in respect of any obligations guaranteed hereby until payment such rights and not to prove in full of all obligations guaranteed hereby. Each Guarantor further agrees thatcompetition with the Seller in the bankruptcy, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity liquidation or insolvency of the obligations guaranteed hereby Buyer or any such co-guarantor; and 22.6.2 agrees that it will not claim or enforce payment (whether directly or by set-off, counterclaim or otherwise) of any amount which may be accelerated as provided in Article Six for or has become due to the purposes of this GuaranteeGuarantor by the Buyer, notwithstanding any stay, injunction co-guarantor or any other prohibition preventing such acceleration person liable to the Seller in respect of the obligations hereby guaranteed hereby, if and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise Buyer is in default under this Sale and Purchase Agreement. 22.7 If this guarantee is discharged or released in consequence of such right does not impair any performance by the rights Buyer of any Guaranteed Obligations which is set aside for any reason, this guarantee shall be automatically reinstated in respect of the Holders under relevant obligations. Subject only thereto, this guarantee shall for all purposes automatically terminate upon the Guaranteeperformance and discharge of the Guaranteed Obligations on the Completion Date. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject In order to induce Nortel to enter into this Article NineAgreement with Ciena Luxembourg S.a.r.l., each and as an essential condition of the Guarantors herebythis Agreement, jointly Ciena Corporation hereby absolutely, unconditionally and severally, fully and unconditionally, irrevocably guarantees, on as a senior unsecured basis, to each Holder of primary obligor and not merely as a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenturesurety, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, due and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete punctual performance of the obligations contained in and liabilities of Ciena Luxembourg S.a.r.l. under this Agreement. Ciena Corporation acknowledges that it is responsible for and assumes all risks and liabilities arising out of the Notes, use of the Licensed Intellectual Property by Ciena Luxembourg S.a.r.l. and shall ensure that Ciena Luxembourg S.a.r.l. complies with the terms and conditions of this Supplemental Indenture and the Base Indenture (as it relates Agreement. The failure of Ciena Luxembourg S.a.r.l. to the Notes). (c) If comply with any Holder terms or obligations of this Agreement or the Trustee is required breach of this Agreement by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, Ciena Luxembourg S.a.r.l. shall be reinstated in full force deemed a failure or breach attributable jointly and effect. (d) Each Guarantor agrees that it severally to Ciena Luxembourg S.a.r.l. and Ciena Corporation as though Ciena Corporation had committed the act or omission of Ciena Luxembourg S.a.r.l. and shall entitle Nortel to take action against Ciena Corporation. The obligations of Ciena Corporation pursuant to this Section 4.14 shall not be entitled subject to any right of subrogation in relation to the Holders defense or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatsetoff, as between the Guarantorscounterclaim, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity recoupment or termination whatsoever by reason of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guaranteeinvalidity, notwithstanding any stay, injunction illegality or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration unenforceability of such obligations as provided in Article Sixor liabilities or otherwise; provided, such obligations (whether however, that Ciena Corporation shall be entitled to assert any defense or not due and payable) right that Ciena Luxembourg S.a.r.l. would be entitled to assert. Ciena Corporation agrees that its guarantee hereunder shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment continue to be effective or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantorbe reinstated, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise case may be, if at any time performance of any such right does not impair obligation or liability is rescinded, or must otherwise be restored by Nortel, upon the rights bankruptcy or reorganization of the Holders under the GuaranteeCiena Luxembourg S.a.r.l. (e) The obligations , Ciena Corporation, any of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such GuarantorAffiliates or otherwise.

Guarantee. 21.1 In consideration of the granting of the license franchise and other rights to Franchisee hereinafter provided, Guarantor hereby irrevocably and unconditionally; (a) Subject guarantees to this Article Nine, each Franchisor the punctual performance by Franchisee of all of the Guarantors herebypayment obligations assumes and/or expressed to be assumed by Franchisee under this Deed and undertakes with Franchisor that whenever Franchisee does not pay any amount when due under this Deed, jointly and severally, fully and unconditionally, guarantees, Guarantor shall immediately on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) demand pay that amount as if it was the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereofobligor; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.and (b) undertakes to use his best endeavours to procure the strict observance and performance by Franchisee of each and all of its obligations contained or referred to in this Deed and undertakes to indemnify and keep indemnified Franchisor from and against all losses, costs and expenses (including legal expenses) which Franchisor may reasonably incur or sustain from or in relation to any breach or non-observance or non-performance of those obligations or incurred by Franchisor in respect of this Deed. 21.2 Guarantor hereby expressly waives any right he may have of first requiring Franchisor to proceed against or enforce any other rights or security or claim payment from any person before claiming from Guarantor hereunder. Likewise, Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this clause until all of the guaranteed obligations and any amounts payable under this clause have been paid and performed in full. 21.3 The Guarantors hereby agree that, to the maximum extent permitted obligations of Guarantor under applicable law, their obligations hereunder shall be this clause are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Notes documents relating to the obligations, or the Indentureany substitution, the absence release, impairment or exchange of any action to enforce the same, other guarantee of or security for any waiver or consent by any Holder of the Notes with respect obligations, and, to any provisions hereof or thereofthe fullest extent permitted by applicable law, the recovery irrespective of any judgment against the Company, any action to enforce the same or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06surety or guarantor, each it being the intent of this clause that the obligations of Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, hereunder shall be absolute and unconditional under any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes)circumstances. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, guarantees, on a an unsecured senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (ia) the principal of, of and interest and premium, if any, and interest on the Notes will of each series shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the NotesNotes of each series, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder or under the Notes of each series). Subject to Section 6.06, each Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes, Notes of each series and this Supplemental Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Base Indenture (as it relates to the Notes). (c) Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, then any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each nonpaying Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Senior Indebtedness of such Guarantor, and senior in right of if any. Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Nine16, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, assigns the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (ia) the principal of, premium, premium (if any, ) and interest on the Notes will be promptly paid in full when due, whether at maturitythe Maturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuer to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Maturity Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Each Guarantor hereby waives waives, to the extent permitted by applicable Law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each If an Officer of a Guarantor whose signature is on this Indenture no longer holds that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined office at the time the Trustee authenticates any Note hereunder, this Guarantee shall be valid nevertheless. The delivery of payment in accordance with GAAPany Note by the Trustee, so long as after the exercise of such right does not impair the rights authentication thereof hereunder, shall constitute due delivery of the Holders under Guarantee set forth in this Indenture on behalf of the GuaranteeGuarantors. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineTen, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.066.06 hereof, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations Obligations of each Guarantor under its Guarantee pursuant to this Article Nine Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineEleven, each of the Guarantors hereby, jointly and severally, Parent Guarantor hereby fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes Notes, the Subsidiary Guarantees or the obligations of each of the Company Issuer and the Subsidiary Guarantors hereunder or thereunder, that: : (i1) the principal of, and premium, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the NotesTrustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) all obligations of each Subsidiary Guarantor under this Indenture and their respective Subsidiary Guarantee (including obligations to the Trustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and, in the case of both clauses (1) and (ii2) above, in case of any extension of time of payment or renewal of any Notes Notes, any Subsidiary Guarantee or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall Parent Guarantor will be jointly and severally obligated to pay the same immediately. Each The Parent Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. All payments under such Parent Guarantee shall be made in U.S. Dollars. (b) The Guarantors Parent Guarantor hereby agree that, to the maximum extent permitted under applicable law, their agrees that its obligations hereunder shall be as if it was the principal debtor and not merely surety. The Parent Guarantor hereby agrees that its obligation hereunder is unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or the IndentureSubsidiary Guarantees, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer or any Subsidiary Guarantor, any right to require a proceeding first against the CompanyIssuer or any Subsidiary Guarantor, protest, notice and all demands whatsoever and covenant that this Parent Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, the Subsidiary Guarantees and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Parent Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer, the Parent Guarantor or any Guarantorthe Subsidiary Guarantors, any amount paid by such Person to such Holder or the Company or any Guarantor to the Trustee or such HolderTrustee, the Guarantee hereunder of any Guarantoras applicable, then this Parent Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each The Parent Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Parent Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors Parent Guarantor for the purpose of this Parent Guarantee. Each The Parent Guarantor that makes a payment or distribution under its Guarantee shall will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeGuarantees. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineThe Guarantors hereby absolutely, each of the Guarantors herebyunconditionally and irrevocably guarantee, jointly and severally, fully as principal obligors, and unconditionally, guarantees, on a senior unsecured basisnot merely as sureties, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Purchaser and its successors and permitted assigns, irrespective all Liabilities of the validity and enforceability Sellers to Purchaser arising out of or related to this Agreement, including the Indenture, the Notes or the indemnification obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases pursuant to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyArticle VIII. Each Guarantor agrees reserves the right to assert defenses that this is the applicable Seller may have or have had to payment or performance of any obligations guaranteed hereunder. The foregoing obligation of the Guarantors constitutes a guarantee continuing guaranty of payment and performance, and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder and is and shall be unconditionalabsolute and unconditional under any and all circumstances, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which including circumstances that might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy The obligation of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee Guarantors hereunder shall not be discharged except by complete performance of the obligations contained in the Notesdischarged, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court impaired or otherwise affected by the failure of Purchaser to return assert any claim or demand against a Seller or to the Companyenforce any remedy hereunder, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, but shall be reduced by any amount paid by a Seller relating to an obligation guaranteed by the Company or any Guarantor to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effectGuarantors hereunder. (db) Each Guarantor agrees that it shall not be entitled The Guarantors have the requisite power and authority to any right of subrogation in relation execute and deliver this Agreement and to perform their obligations hereunder and to consummate the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed transactions contemplated hereby. Each Guarantor further agrees thatThe execution, as between delivery and performance by the Guarantors of this Agreement and the consummation by the Guarantors of the transactions contemplated hereby have been duly and validly authorized by all requisite entity action on the part of the Guarantors, and no other entity proceedings or approvals on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity part of the obligations guaranteed hereby may be accelerated as provided Guarantors are necessary in Article Six for connection with the purposes execution, delivery and performance of this Guarantee, notwithstanding any stay, injunction Agreement or other prohibition preventing such acceleration in respect the consummation of the obligations guaranteed transactions contemplated hereby, . This Agreement has been duly executed and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable delivered by the Guarantors for and, assuming the purpose due authorization, execution and delivery hereof by each other Party, constitutes the legal, valid and binding obligation of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying GuarantorGuarantors, in a pro rata amount based on enforceable against the adjusted net assets of each Guarantor determined at the time of payment Guarantors in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteeits terms. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine12, each of the Guarantors hereby, jointly and severally, fully fully, unconditionally and unconditionally, irrevocably guarantees, on as a senior unsecured basisprimary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of, premium, if any, and interest interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. (b) The . Subject to this Article 12, the Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, this Supplemental Indenture and the Base Indenture (as it relates including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the Notes). amount stated above, any and all costs and expenses (cincluding reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any a Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Subsidiary 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Guarantee. (e) The obligations Company or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make an assignment for the benefit of each Guarantor under its Guarantee creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or any other Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Indebtedness Senior Debt of such Guarantor, and senior in right of if any. Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly and severallyThe Guarantor hereby absolutely, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally and irrevocably guarantees to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of each such Holder, (a) the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest interest, if any, on each such Security and the Notes will be promptly paid in full due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security when dueand as the same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest on the Noteseach such Security, if any, if lawful lawful, and (subject in all cases to c) the due and punctual payment of any applicable grace period provided herein), and all other obligations of the Company payments due to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, Holder of each such Security all in accordance with the terms hereof of such Security and thereof; and (ii) in of this Indenture. In case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms failure of the extension Company punctually to make any such payment of principal (or renewalpremium, if any) or interest, if any, or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated MaturityMaturity or by declaration of acceleration, by acceleration call for redemption or otherwise, and as if such payment were made by the Company. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is its obligations hereunder are a guarantee guaranty of payment and not a guarantee guaranty of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder collection or performance and shall be unconditionalunconditional and absolute, irrespective of the validity, regularity or enforceability of such Security or this Indenture or any limitation of the Notes Company thereunder or any limitations on the Indenturemethod or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Notes Trustee with respect to any provisions hereof thereof or thereofof this Indenture, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect of such Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Security and all demands whatsoever whatsoever, and covenant covenants that this Guarantee shall will not be discharged except by complete performance of the obligations contained in the NotesSecurities and in the Guarantees. Without limiting the generality of the foregoing, this Supplemental Indenture the Guarantor hereby agrees that the obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or transfer in whole or in part of such Security whether or not made without notice to or the consent of the Guarantor and the Base Indenture (as it relates shall not be subject to the Notes). (c) If 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, including, but not limited to, setoff, counterclaim, recoupment or termination whatsoever, and that such obligations shall not be released, affected or impaired regardless of whether or not any Holder or such Security, or anyone on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such -61- amount, either pursuant to the provisions of this Indenture or such Security or at law or in equity, and regardless of any other condition or contingency, or by reason of the invalidity, illegality or unenforceability of such Security or this Indenture or otherwise and that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of such Security to assert any claim or demand or to enforce any remedy under this Indenture or such Security, any other guarantee or any other agreement, by any waiver, amendment, indulgence or modification (whether material or otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of any obligations under this Indenture, such Security or this Guarantee, or by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Company or the Guarantor, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its assets, or the release of any property from the lien and security interest created by this Indenture or such Security or of any other security for such Security, or the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in this Indenture or such Security by operation of law, or the merger or consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to the foregoing, or by any other act or omission that may or might in any manner or to any extent vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge of a surety or guarantor as a matter of law or equity (other than the performance of the obligations contained in such Security and in this Guarantee). If the Trustee or the Holder of any Security is required by any court or otherwise to return to the CompanyCompany or the Guarantor, any Guarantor or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to the Company or any the Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such HolderHolder in respect of a Security, the Guarantee hereunder of any Guarantorthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each . The Guarantor agrees further agrees, to the fullest extent that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees lawfully may do so, that, as between the GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) . The Guarantor shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right be subrogated to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the all rights of the Holders under of the Guarantee. (e) The obligations Securities of each a particular series against the Company in respect of any amounts paid by the Guarantor under its Guarantee on account of the Securities of such Series pursuant to the provisions of the Guarantees of this Article Nine Indenture; PROVIDED, HOWEVER, that the Guarantor shall rank equally in not be entitled to enforce or to receive any payments arising out of, or based upon, such right of payment with other existing subrogation until the principal of (and future senior Indebtedness premium, if any) and interest, if any, on all Securities of such Guarantor, and senior series issued hereunder shall have been paid in right of payment to all existing and future Subordinated Indebtedness of such Guarantorfull.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article NineIX, each of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of, premiuminterest, if any, Additional Interest and interest premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) will thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture Notes and the Base Indenture Indenture. Each Guarantor also agrees to pay any and all costs and expenses (as it relates to including reasonable attorneys’ fees) incurred by the Notes). (c) Trustee or any Holder in enforcing any rights under this Section 9.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 5 of the Base Indenture hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six5 of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective in any insolvency proceeding affecting the Company, 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 each the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees thereof, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor under in respect of its Guarantee pursuant to this Article Nine shall rank equally in right be made without set-off, counterclaim, reduction or diminution of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantorany kind or nature.

Guarantee. (a) The Issuer shall cause each Restricted Subsidiary of the Issuer that guarantees the Senior Credit Facilities to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit D hereto pursuant to which each such Restricted Subsidiary shall become a Guarantor. Subject to this Article NineX, each of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee or its Authenticating Agent and to the Trustee Trustee, the Agents and its their successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes Notes, the Guarantees, or the obligations of the Company Issuer hereunder or thereunder, that: (ia) the principal of, of and interest and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuer to the Holders or the Trustee under the NotesTrustee, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will any Agent hereunder or thereunder shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the obligations of the Issuer under this Indenture or under the Notes). Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the NotesNotes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, any Agent, or any Holder in enforcing any rights under this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Section 10.01. If any Holder Holder, any Agent, or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, then any amount paid by the Company or any Guarantor either to the Trustee Trustee, such Agent, or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixVI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations Guarantees. Until released in accordance with Section 10.06 hereof, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of each Guarantor under its Guarantee creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Indebtedness of such Guarantor, and senior in right of . Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantor and any future Domestic Subsidiaries that are required to become Guarantors under this Indenture as described in Section 4.18 hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premiumpremium and Special Interest, if any, and interest on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseotherwise (including any interest, and interest if lawful, on the overdue principal of of, and interest on the Notesor Special Interest, if any, if lawful (subject in all cases to any applicable grace period provided herein), on the Notes) and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly The Guarantor hereby irrevocably and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee Noteholder and to the Trustee on behalf of each Noteholder the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability of the Indentureinterest on, and all other amounts payable under (including any Additional Amounts payable in respect of), the Notes or when and as the obligations of the Company hereunder or thereundersame shall become due and payable, that: (i) the principal of, premium, if any, and interest whether on the Notes will be promptly paid in full when dueStated Maturity, whether at maturityupon acceleration, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Note and of this Indenture. The Guarantor hereby waives its right to require the extension Trustee to pursue or renewalexhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Guarantee. The Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof, interest thereon and all other amounts payable thereunder (including any Additional Amounts payable in respect thereof), if any, on, the Note guaranteed thereby and all other amounts payable under this Indenture with respect to such Note. If at any time any amount paid on a Note is rescinded or must otherwise be restored, the rights of the Holders of the Notes under the Guarantee will be reinstated with respect to such payment as though such payment had not been made. In case of the failure of the Issuer punctually to pay any such principal or interest the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration acceleration, call for redemption or otherwise. Failing , and as if such payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, were made by 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 collectionIssuer. (b) The Guarantors Guarantor hereby agree that, to agrees that its obligations under the maximum extent permitted under applicable law, their obligations hereunder Guarantee shall be unconditionalas if it were principal obligor and not merely surety, and shall be enforceable irrespective of the validityany invalidity, regularity irregularity or enforceability unenforceability of the Notes Note or the this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuer with respect to any provisions hereof thereto by the Noteholders or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantor increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity of any amount thereon or thereof. Subject to Section 6.06, each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer (including, protestfor the avoidance of doubt, any right which the Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, or interest on, or any other amounts payable under, each Note prior to recourse against the Guarantor or its assets), protest or notice with respect to any Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this the Guarantee shall will not be discharged with respect to any Note except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of the principal thereof and interest thereon and all obligations guaranteed herebyother amounts payable thereunder (including any Additional Amounts payable in respect thereof). Each Guarantor further agrees thatIf at any time any amount paid under such Note is rescinded or must be otherwise restored or returned upon the insolvency, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity bankruptcy or reorganization of the Issuer, the Guarantor's obligations guaranteed hereby may hereunder with respect to such payment shall be accelerated reinstated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration date of such obligations rescission, restoration or return as provided in Article Six, though such obligations (whether or not due and payable) shall forthwith payment had become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined but had not been made at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteetime. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Upon the occurrence of the Effective Date, and from and after the Effective Date, the Escrow Issuer shall cause each Restricted Subsidiary of the Company that guarantees the Senior Credit Facilities to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit E hereto pursuant to which each such Restricted Subsidiary shall become a Guarantor. Subject to this Article NineX, each of the Guarantors hereby, jointly and severally, fully irrevocably and unconditionally, unconditionally guarantees, on a senior unsecured secured basis, to each Holder of a Note authenticated and delivered by the Trustee or its Authenticating Agent and to the Trustee Trustee, the Agents and its their successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes Notes, the Guarantees, the Collateral Documents or the obligations of the Company Issuers hereunder or thereunder, that: (ia) the principal of, of and interest and premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuers to the Holders or the Trustee under Trustee, the Notes, this Supplemental Indenture Collateral Agent or the Base Indenture (as it relates to the Notes) will any Agent hereunder or thereunder shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than payment in full of all of the obligations of the Issuer under this Indenture or under the Notes). Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the NotesNotes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, any Agent, or any Holder in enforcing any rights under this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Section 10.01. If any Holder Holder, any Agent, or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, then any amount paid by the Company or any Guarantor either to the Trustee Trustee, such Agent, or such Holder, the Guarantee hereunder of any Guarantorthis 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 or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixVI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee The Guarantors shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations Guarantees. Until released in accordance with Section 10.06 hereof, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of each Guarantor under its Guarantee creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to this Article Nine applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall rank equally be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general secured senior obligation of such Guarantor and shall be pari passu in right of payment with other all existing and future senior Indebtedness of such Guarantor, and senior in right of . Each payment to all existing and future Subordinated Indebtedness be made by a Guarantor in respect of such Guarantorits Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article NineARTICLE 14, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, Guarantor unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ia) the principal of, premium, if any, Principal of and interest Interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and interest any other amounts due on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Guarantor shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to ARTICLE 7 hereof. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors Guarantor hereby agree that, to the maximum extent permitted under applicable law, their agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Subject to Section 6.06, each The Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this the Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any the Guarantor, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any GuarantorNote Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each . The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees that, as between the GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six ARTICLE 7 hereof for the purposes of this the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixARTICLE 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine, each of the Guarantors hereby, jointly The Guarantor hereby irrevocably and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and unconditionally guarantees to the Trustee SUPPLIER the prompt and full discharge by GWWO (and its successors Affiliates, where relevant) of all of GWWO’s (or, where relevant, its Affiliate) covenants, agreements, obligations and assignsliabilities under this Agreement, irrespective including the due and punctual payment of all amounts which are or may become due and payable by GWWO hereunder, when and as the validity same shall become due and enforceability of the Indenturepayable (collectively, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein“GWWO Obligations”), and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof or thereof. The Guarantor acknowledges and thereof; agrees that, with respect to all GWWO Obligations to pay money, such guaranty shall be a guaranty of payment and (ii) in case performance and not of collection and shall not be conditioned or contingent upon the pursuit of any extension of time of payment or renewal remedies against GWWO. If GWWO shall default in the due and punctual performance of any Notes or any of such other obligationsGWWO Obligation, that same will be promptly paid in including the full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing and timely payment when due of any amount so guaranteed or due and payable pursuant to any performance so guaranteed for whatever reasonGWWO Obligation, the Guarantors Guarantor will forthwith perform or cause to be performed such GWWO Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. The liabilities and obligations of the Guarantor pursuant to this Agreement are unconditional and absolute and, without limiting the generality of the foregoing, shall not be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee released, discharged or otherwise affected by: (a) any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of payment and not a guarantee any GWWO Obligation by operation of collection.law or otherwise; (b) The Guarantors hereby agree thatthe invalidity or unenforceability, in whole or in part, of this Agreement; (c) any modification or amendment of or supplement to this Agreement; (d) any change in the maximum extent permitted under applicable lawcorporate existence, their obligations hereunder shall be unconditional, irrespective structure or ownership of the validity, regularity or enforceability of the Notes GWWO or the IndentureGuarantor or any insolvency, the absence bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (e) any other act, omission to act, delay of any action to enforce the same, any waiver or consent kind by any Holder of the Notes with respect to party hereto or any provisions hereof or thereofother person, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of the obligations of the Guarantor hereunder. The Guarantor irrevocably and unconditionally agrees with the SUPPLIER that, if any obligation guaranteed by it is or defense becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the SUPPLIER immediately on demand against any cost, loss or liability it incurs as a result of a GuarantorGWWO or the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Agreement on the date which it would have been due. Subject to Section 6.06, each The Guarantor hereby waives diligenceany right, presentmentwhether legal or equitable, demand of paymentstatutory or non-statutory, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first the SUPPLIER to proceed against or take any action against or pursue any remedy with respect to GWWO or any other person or make presentment or demand for performance or give any notice of non-performance before the SUPPLIER may enforce its rights hereunder against the Company, protest, notice Guarantor. This guarantee is to be a continuing guarantee and all demands whatsoever and covenant that this Guarantee accordingly the Guarantor’s obligations hereunder shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor 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 to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated remain in full force and effect. (d) Each Guarantor agrees that it effect until the GWWO Obligations shall not be entitled to have been performed in full. If at any right of subrogation in relation to the Holders or the Trustee in respect time any performance by any person of any GWWO Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of GWWO or otherwise, the Guarantor’s obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, hereunder with respect to such GWWO Obligation shall be reinstated at such time as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing though such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith GWWO Obligation had become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does had not impair the rights of the Holders under the Guaranteebeen performed. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine10, each of the Guarantors hereby, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (i1) the principal of, premiumpremium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Subject to Section 6.06, each Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall The Guarantors will have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject To induce the Lenders to this Article Ninemake the Loans, each of the Guarantors herebyGuarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly and severallyseverally with all other Guarantors, fully as primary obligor and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenturenot merely as surety, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, full and interest on the Notes will be promptly paid in full punctual payment when due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of all the Secured Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable against Borrowers, whether now or hereafter existing, and whether due or to become due, including principal, interest on (including interest at the overdue principal contract rate applicable upon default accrued or accruing after the commencement of and interest on any proceeding under Title 11 of the Notes, if any, if lawful United States Code (subject in all cases to any applicable grace period provided hereinthe “Bankruptcy Code”), whether or not such interest is an allowed claim in such proceeding), reasonable fees and all other obligations costs of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture or the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwisecollection. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is This Guarantee Agreement constitutes a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree Each Guarantor further agrees that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of if (i) any action to enforce the same, any waiver or consent payment made by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Borrowers or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice Person and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture and the Base Indenture (as it relates applied to the Notes). Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or (cii) If any Holder or the Trustee is proceeds of Collateral are required to be returned by any court Guarantied Party to Borrowers, or otherwise to return to the Companytheir respective estates, any Guarantor trustees or receivers or any custodianother party, trustee, liquidator or other similar official acting in relation to the Company or including any Guarantor, under any amount paid by the Company bankruptcy law, equitable cause or any Guarantor to the Trustee or such Holderother Requirement of Law, the Guarantee hereunder of any Guarantorthen, to the extent theretofore dischargedof such refund, return or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee Agreement shall have been cancelled or surrendered, this Guarantee Agreement shall be reinstated in full force and effect. (d) Each Guarantor agrees that it , and such prior cancellation or surrender shall not be entitled to any right of subrogation in relation to diminish, release, discharge, impair or otherwise affect the Holders or the Trustee in respect obligations of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each such Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration amount of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranteepayment. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine11, each of the Guarantors herebyGuarantor(s) hereby (and subject in all cases to the guarantee limitations set forth in Section 11.02), jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee hereunder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (i) the principal of, premiumpremium on, if any, interest and interest on Additional Amounts, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein)lawful, and all other obligations of the Company Issuer to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall Guarantor(s) will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees The Guarantor(s) agree that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors Guarantor(s) hereby agree that, to the maximum extent permitted under applicable law, that their obligations hereunder shall be is unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense defence of a Guarantorguarantor. Subject to Section 6.06, each Guarantor The Guarantor(s) hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Supplemental Indenture and the Base Indenture (as it relates to the Notes)Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Guarantor the Guarantor(s) or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantor(s), any amount paid by the Company or any Guarantor either to the Trustee or such Holder, the Guarantee hereunder of any Guarantorthis Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the GuarantorsGuarantor(s), on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors Guarantor(s) for the purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article Nine13, each of the Guarantors Guarantor hereby, jointly and severallyseverally with any other Guarantor, fully and unconditionally, guarantees, on a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the this Indenture, the Notes or held thereby and the obligations of the Company hereunder or and thereunder, that: (i) the principal of, premium, if any, of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe Maturity Date, by acceleration, redemption upon redemption, upon repurchase or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notes, if any, if lawful (subject and the Settlement Amounts upon conversion will be promptly paid and/or delivered in all cases to any applicable grace period provided herein)full when due upon conversion, and all other payment obligations of the Company to the Holders or the Trustee under the Notes, this Supplemental Indenture hereunder or the Base Indenture (as it relates to the Notes) thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon redemption, upon repurchase or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default with respect to the Notes under this is a guarantee Indenture shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collectionthe Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors Each Guarantor hereby agree that, to the maximum extent permitted under applicable law, their agrees that its respective obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject Each Guarantor further, to Section 6.06the extent permitted by law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture, this Supplemental Indenture and the Base Indenture (as it relates or pursuant to the Notes)Section 13.03. (c) Each Guarantor hereby agrees, jointly and severally with any other Guarantor, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor a Guarantor, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or any the Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Guarantee hereunder of any Guarantor, Guarantees to the extent theretofore discharged, shall be reinstated in full force and effect. (de) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 of this Indenture for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in Article Six6 of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this its Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeGuarantees. (ef) The obligations Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or Parent for liquidation or reorganization, should the Company or Parent become insolvent or make an assignment for the benefit of each creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or Parent’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor under in respect of its Guarantee pursuant shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Note is converted in accordance with this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such GuarantorIndenture.