Common use of Guarantees Clause in Contracts

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to the provisions of this Article Twelve, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, thatthe Holders: (1i) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and accrued interest on any each Security, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, and the due and punctual payment of interest on the overdue principal of and interest, if any, on the Securities, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, otherwise (the obligations in the case of clauses subsections (1i) and (2ii) above, to hereof being the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor“Guaranteed Obligations”). Each Guarantor hereby waives (to the extent permitted by law) the benefits of it may legally do so diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, the benefit of discussion, protest or notice with respect to any other Person, protest, notice such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that the its Guarantee of such Guarantor shall will not be discharged as to any Note such Security except by complete performance payment in full of the obligations contained principal thereof and interest thereon and as provided in such NoteSection 401, this Indenture Section 1402 and such GuaranteeSection 1403. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each The maturity of the Guarantors hereby agrees that, Securities may be accelerated as provided in Article Five for the purposes of this Article Twelve. In the event of a default any declaration of acceleration of such obligations as provided in payment Article Five, the Securities (whether or not due and payable) shall forthwith become due and payable by each Guarantor jointly and severally, for the purpose of principal (or premiumthis Article Twelve. In addition, if any) or interest on such Note or in payment without limiting the foregoing provisions, upon the effectiveness of any other obligations hereunderan acceleration under Article Five, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee shall promptly make a demand for payment on behalf of itself the Securities under each Guarantee provided for in this Article Twelve. If the Trustee or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee Security is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer Company or any such Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security, the Guarantee of each of the Guarantorsthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each Guarantorit, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor its Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. Each Guarantor hereby further agrees that its obligations under this Indenture and the Securities shall be unconditional, and (2) in regardless of the event validity, regularity or enforceability of this Indenture or the Securities, the absence of any acceleration action to enforce this Indenture or the Securities, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Securities, any modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to enforce any such judgment, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor that makes or is required to make any payment in respect of its Guarantee shall be entitled to seek contribution from the other Guarantors to the extent permitted by applicable law; provided that each Guarantor agrees that any such claim for contribution that such Guarantor may have against any other Guarantor shall be subrogated to the prior payment in full, in cash, of all obligations owed to Holders under or in respect of the Securities. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any collateral that any such Holder or the Trustee on behalf of such obligation as provided in Article Five hereofHolder hereafter acquires, such obligations (whether or not due such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and payablethe principal of (and premium, if any) and interest on the Securities shall forthwith become due and payable by each not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the purpose of benefit of, and held in trust for the Guarantee of such Guarantor. Each Guarantee benefit of, the Holders, and shall remain in full force and effect and continue forthwith be paid 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 Trustee for the benefit of creditors or should a receiver or trustee the Holders to be appointed for all or any significant part credited and applied upon the principal of (and premium, if any) and interest on the Securities. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Issuer’s assets, Securities pursuant to this Indenture and shall, that the waivers set forth in this Section 1202 are knowingly made in contemplation of such benefits. Each Guarantee set forth in this Section 1202 shall not be valid or become obligatory for any purpose with respect to a Security until the fullest extent permitted certificate of authentication on such Security shall have been signed by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance on behalf 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, 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 returnedTrustee.

Guarantees. Subject to this Article Twelve(a) Each Guarantor, each Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes Securities and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note Security authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: that (1i) the principal of (and premium, if any) and interest on the Notes Securities will be paid in full when due, whether at Stated Maturitythe Final Maturity Date or a Fundamental Change Purchase Date, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the any automatic stay under Section 362(a) provision of the any Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedperformed or observed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes Securities or of any such other obligations, the same shall will be paid in full when due or performed or observed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Final Maturity Date or a Fundamental Change Purchase Date, by acceleration or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 11.03 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article TwelveEach Guarantor hereby fully and unconditionally, each Guarantor and jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees (i) to each Holder of a Note each Security that is authenticated and delivered by the Trustee, and (ii) to the Trustee for itself and on behalf of such Holder, that: (1) the due and punctual payment of the principal of (and of, premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, such Security when and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, as the same shall be paid in full when become due and payable, whether at the stated maturity, by acceleration, call for redemption or performed otherwise, in accordance with the terms of such Security and of this Indenture and such other Obligations under such Security and this Indenture. In case of the extension or renewalfailure of the Company punctually to make any such payment, each Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturitythe stated maturity or by acceleration, by acceleration call for redemption or otherwise, subjectand as if such payment were made by the Company. The Guarantors, howeverjointly and severally, agree to pay, in addition to the case of clauses (1) and (2) amount stated above, to any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the limitation set forth Trustee or any Holder in Section 12.04 hereofenforcing any rights under the Guarantees. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes such Security or this Indenture, the absence of any action to enforce the samesame or any release, any amendment, waiver or indulgence granted to the Company or such Guarantor or any consent by to departure from any Holder with respect to any provisions hereof or thereof, any release requirement of any other Guarantor, guarantee of all or any of the recovery of any judgment against the Issuer, any action to enforce the same Securities or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, protest or any other Person, protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that the this Guarantee of such Guarantor shall will not be discharged as to any Note in respect of such Security except by complete performance of the obligations contained in such Note, this Indenture Security and in such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the Notessuch Securities, to collect interest on the Notessuch Securities, or to enforce or exercise any other right or remedy with respect to the Notessuch Securities, such each Guarantor shall agrees to pay to the Trustee for the account of the Holdersuch Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the such Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes aresuch Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesHolder of such Securities, whether as a “voidable preference”, ,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes such Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Any term or provision of the Guarantee to the contrary notwithstanding, the aggregate amount of the Obligations guaranteed hereunder shall be reduced to the extent necessary to prevent such Guarantee from violating or becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. Subject to the provisions of this Article Twelve10, each Guarantor of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the other Obligations of the Issuers hereunder or thereunder, that: (1a) the principal of of, premium and interest (and premiumincluding Additional Interest, if any) and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration acceleration, redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principalprincipal of, premium and interest (including Additional Interest, if any) on the Notes, and interest on any overdue interestif any, to the extent lawful, and all other obligations Obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the that same shall 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 Maturity, by acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (1) Subsidiary Guarantors shall be jointly and (2) above, severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that its , their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthis Indenture and the Notes, the recovery of any judgment against the IssuerIssuers, 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 Subsidiary Guarantor. Each To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer or any other PersonIssuers, protest, notice and all demands whatsoever and covenants that the its Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture the Notes and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or any GuarantorSubsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any GuarantorSubsidiary Guarantors, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Guarantorthe Subsidiary Guarantors, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Guarantee of such Guarantor these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligation Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the Guarantee right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against right does not impair 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 rights 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, 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 returnedHolders under these Guarantees.

Guarantees. Subject to the provisions of this Article TwelveXI, each Guarantor of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of the Indenture, the Notes or the other Obligations of the Issuers hereunder or thereunder, that: (1a) the principal of (and premiumof, if any) premium and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration acceleration, redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principalprincipal of, premium and interest on the Notes, if any, and interest on any overdue interest, to the extent lawful, and all other obligations Obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the that same shall 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 Maturity, by acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (1) Subsidiary Guarantors shall be jointly and (2) above, severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that its , their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this 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, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the IssuerIssuers, 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 Subsidiary Guarantor. Each To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer or any other PersonIssuers, protest, notice and all demands whatsoever and covenants that the its Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture the Notes and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or any GuarantorSubsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any GuarantorSubsidiary Guarantors, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantorsthese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Guarantorthe Subsidiary Guarantors, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five VII hereof for the purposes of the Guarantee of such Guarantor these Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligation Obligations as provided in Article Five VII hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the Guarantee right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against right does not impair 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 rights 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, 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 returnedHolders under these Guarantees.

Guarantees. Subject to this Article Twelve(a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally and irrevocably guarantees on a senior subordinated basis (the Notes and obligations of the Issuer hereunder and thereunder, and guarantees "Guarantee") to each Holder of a Note Security authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Securities or the obligations of the Issuers under this Indenture or the Securities, that: (1w) the principal of and premium (and premium, if any) of and interest on the Notes Securities will be paid in full when due, whether at Stated Maturitythe maturity or interest payment date, by acceleration acceleration, call for redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise otherwise; (including the amount that would become due but for the operation of the automatic stay under Section 362(ax) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder under this Indenture or thereunder the Securities will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (2y) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, the same shall they will be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitymaturity, by acceleration, purchase call for redemption, upon an Offer to Purchase or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, legal proceedings may each Guarantor shall be instituted by obligated to pay the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject same before failure so to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of pay becomes an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article TwelveEach Guarantor, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated the Guaranteed Party, the due and delivered punctual payment by the Trustee, and Rayonier (or TRS on Rayonier’s behalf pursuant to the Trustee for itself and on behalf Contribution Agreement) of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to (including interest accruing during the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case pendency of any extension bankruptcy, insolvency, receivership or other similar proceeding, regardless of time of payment whether allowed or renewal of any Notes or of any allowable in such other obligationsproceeding) on the Revenue Bonds, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewaland as due, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitymaturity, by acceleration, purchase upon one or more dates set for prepayment or otherwise, legal proceedings may be instituted by and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the Trustee on behalf pendency of itself any bankruptcy, insolvency, receivership or on behalf ofother similar proceeding, regardless of whether allowed or byallowable in such proceeding), of Rayonier to the Guaranteed Party under any trust indenture, loan agreement, letter of credit agreement or other related operative documents governing the Revenue Bonds (together, the Holder “Bond Documents”), whether such amounts shall have accrued prior to, on or after the date of such Note, subject this Guarantee (all the monetary obligations referred to in the preceding clauses (a) and (b) being collectively called the “Rayonier Obligations”). Anything contained in this Guarantee to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Defaultcontrary notwithstanding, the Trustee or any obligations of the Holders are prevented by applicable law from exercising their respective rights each Guarantor hereunder shall be limited to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect a maximum aggregate amount equal to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the greatest amount that would otherwise have been due and payable had not render such rights and remedies been permitted obligations subject to be exercised by avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Trustee United States Code or any provisions of applicable law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws and after giving effect as assets to the value (as determined under the applicable provisions of the Holders. If Fraudulent Transfer Laws) of any Holder rights to subrogation, contribution, reimbursement, indemnity or the Trustee is required similar rights of such Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of Rayonier of obligations arising under Guarantees by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectparties. Each Guarantor further agrees thatthat the Rayonier Obligations may be extended or renewed, as between each Guarantorin whole or in part, on the one handwithout notice to or further assent from it, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor that it will remain bound upon its guarantee notwithstanding any stay, injunction extension or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event renewal of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedRayonier Obligation.

Guarantees. Subject to this Article Twelve, each Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Issuers or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Issuers for liquidation, reorganization, should the Issuer Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article TwelveEach Guarantor party hereto unconditionally guarantees, each Guarantor as a primary obligor and not merely as a surety, jointly and severallyseverally with each other Guarantor party hereto, unconditionally the due and irrevocably guarantees the Notes and obligations punctual payment of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full Revolving Loans and of all other Obligations, when and as due, whether at Stated Maturitymaturity, by acceleration acceleration, by notice or prepayment or otherwise (including all interest that accrues after the amount commencement of any case or proceeding by or against the Borrower under any federal or state bankruptcy, insolvency, receivership or similar law, whether or not allowed in such case or proceeding). Each Guarantor party hereto further agrees that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)Obligations may be extended and renewed, together with interest on the overdue principalin whole or in part, if anywithout notice to or further assent from it, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder that it will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of remain bound upon its guarantee notwithstanding any extension of time of payment or renewal of any Notes or of any such other obligations, Obligations. To the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by law) the benefits of diligence, presentmenteach Guarantor party hereto waives presentment to, demand for payment, filing of claims with a court in payment from and protest to the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer Borrower or any other PersonPerson of any of the Obligations, protestand also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by law, notice and all demands whatsoever and covenants that the Guarantee obligations of such a Guarantor party hereto hereunder shall not be discharged as to any Note except affected by complete performance (a) the failure of the obligations contained in such NoteAgent or any Lender to assert any claim or demand or to enforce any right or remedy against Borrower or any other Guarantor under the provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture and such GuaranteeAgreement, any of the other Loan Documents, any guarantee or any other agreement; (c) the release of any security held by the Agent or any Lender for the Obligations or any of them; or (d) the failure of the Agent or any Lender to exercise any right or remedy against any other Guarantor of the Obligations. Each Guarantor acknowledges party hereto further agrees that the Guarantee is its guarantee constitutes a guarantee of payment, performance and compliance payment when due and not of collection. Each of , and waives any right to require that any resort be had by the Guarantors hereby agrees that, in the event of a default in payment of principal Agent or any Lender to any security (or premium, if any) or interest on such Note or in held for payment of the Revolving Loan or to any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase balance of any deposit account or otherwise, legal proceedings may be instituted by credit on the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each books of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Agent or any Lender in favor of Borrower or any other GuarantorPerson. Each Guarantor agrees that if, after To the occurrence and during the continuance of an Event of Defaultfullest extent permitted by law, the Trustee obligations of each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Holders are prevented by applicable law from exercising their respective rights to accelerate Obligations or otherwise. Without limiting the Maturity generality of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shallforegoing, to the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor party hereto further agrees that its guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance payment, or any part thereof; of the Notes are, pursuant to applicable law, principal or of interest on any Revolving Loan or any other Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by the Agent or any obligee on Lender upon the Notes, whether as a “voidable preference”, “fraudulent transfer” bankruptcy or reorganization of any Guarantor or otherwise. Each Guarantor party hereto hereby waives and releases all rights of subrogation against each Loan Party and its property and all rights of indemnification, all as though contribution and reimbursement from each Loan Party and its property, in each case in connection with this guarantee and any payments made hereunder, and regardless of whether 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 rights arise by operation of law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored pursuant to contract or returnedotherwise.

Guarantees. Subject to this Article Twelve, each Guarantor Each of the undersigned (the “Guarantors”) hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture, dated as of November 18, 2005, by and irrevocably guarantees among Crown Americas LLC (“Crown Americas”) and Crown Americas Capital Corp. (“Capital Corp”), as issuers (the Notes “Issuers”), the Guarantors and obligations Citibank, N.A., as trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the Indenture, (a) the due and punctual payment of the Issuer hereunder and thereunderprincipal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Issuers to the Holders Noteholders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; and set forth in Article Ten of the Indenture, (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) otherwise and (2c) above, all amounts due to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (Trustee pursuant to the extent permitted by applicable law) that its Indenture. The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence Noteholders and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the account precise terms and limitations of this Guarantee. Each Holder of the HolderNote to which this Guarantee is endorsed, upon demand thereforby accepting such Note, the amount that would otherwise have been due agrees to and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 bound by such amount paid and not so rescinded, reduced, restored or returnedprovisions.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantee the Notes Securities and obligations of the Issuer Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note Security authenticated and delivered by the TrusteeTrustee in accordance with the terms hereof, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and cash interest on the Notes Securities will be paid in full when due, whether at Stated Maturity, by acceleration acceleration, redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with cash interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes Securities or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration redemption or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor The Guarantors hereby agrees (to the extent permitted by applicable law) agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor The Guarantors hereby waives waive (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note Security except by complete performance of the obligations contained in such NoteSecurity, this Indenture and such Guarantee. Each Guarantor acknowledges The Guarantors acknowledge that the Guarantee is Guarantees are a guarantee of payment, performance and compliance when due payment and not of collection. Each of the The Guarantors hereby agrees agree that, in the event of a default in payment of principal (or premium, if any) or cash interest on such Note or in payment of any other obligations hereunderSecurity, whether at its Stated Maturity, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 's Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the NotesSecurities, to collect interest on the NotesSecurities, or to enforce or exercise any other right or remedy with respect to the NotesSecurities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees that, that as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article TwelveThirteen, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesSecurities, 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, for the Notes purposes of the amounts due under the Guarantees, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The form of Guarantee is attached hereto as Exhibit A-2.

Guarantees. Subject to (a) Each Guarantor, by its execution of this Article TwelveSupplemental Indenture, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to hereby agrees with each Holder of a Note authenticated and delivered by the Trustee and with the Trustee for itself and on behalf of each such Holder, to be unconditionally bound by the terms and provisions of its Guarantee set forth below and authorizes the Trustee to confirm such Guarantee to the Holder of each such Note of the Issuer, with such Guarantee endorsed thereon, by its authentication, execution and delivery of each such Note by the Trustee. The execution by each Guarantor of this Supplemental Indenture will evidence its Guarantee of the Notes as set forth below, and no endorsement shall be required to appear on any Note. GUARANTEE OF [GUARANTOR] For value received, [GUARANTOR], (the “Guarantor”), hereby fully, irrevocably and unconditionally guarantees to the Holder of the Notes and to the Trustee for itself and on behalf of each such Holder, that: (1) Holder the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes will be paid in full when dueand as the same shall become due and payable, whether at the Stated Maturity, by acceleration declaration of acceleration, call for redemption or otherwise (including otherwise, according to the amount that would become due but for the operation terms thereof and of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulIndenture, and all other obligations of amounts owed under the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performedIndenture, all in accordance with and subject to the terms hereof and thereof; limitations of the Notes and (2) in Article 14 of the Base Indenture. In case of the failure of XXXXXXX FINANCE UNLIMITED COMPANY, a public unlimited company duly organized under the laws of Ireland (herein called the “Issuer,” which term includes any extension of time of payment or renewal of any Notes or of successor Person under such Indenture), to promptly make any such payment of principal (and premium, if any) or interest, or any other obligationspayments owed under the Indenture, the Guarantor hereby agrees to cause any such payment of principal (and premium, if any) or interest, and all other amounts owed under the Indenture, to be made promptly when and as the same shall be paid in full when become due or performed in accordance with the terms of the extension or renewaland payable, whether at the Stated MaturityMaturity or by declaration of acceleration, by acceleration call for redemption or otherwise, subjectand as if such payment were made by the Issuer, however, in the case of clauses (1) and (2) above, subject to the limitation set forth in Section 12.04 hereofterms and limitations of Article 14 of the Base Indenture. Each The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder under its Guarantee and the Indenture shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, joint and several, irrespective of of, and shall be unaffected by any failure to enforce the validity, regularity or enforceability provisions of the Notes or this the Indenture, or any waiver, modification or indulgence granted to the absence of any action to enforce the same, any waiver or consent by any Holder Issuer with respect to any provisions hereof thereto, by the Holder of a Note or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Trustee for such Notes 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 Note, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, 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 the maturity thereof pursuant to Article 5 of the Base Indenture. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer Issuer, protest or notice with respect to the Notes or the indebtedness evidenced thereby or with respect to any other Person, protest, notice sinking fund or analogous payment required under the Notes and all demands whatsoever whatsoever, and covenants that the Guarantee of such the Guarantor shall will not be discharged as to any Note except discharged, except, by complete performance payment in full of the obligations contained in such Note, this Indenture principal of (and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any, on) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notesas otherwise set forth in this Indenture; provided, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If if any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any GuarantorIssuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, the Guarantor any amount paid by any of them either to the Trustee or such Holder, the Guarantee of each of the Guarantorsits Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees that, as between each Guarantor, on shall be subrogated to all rights of the one hand, and Holder of the Holders Notes and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of Notes against the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration Issuer in respect of any amounts paid to such Holder by the obligations guaranteed herebyGuarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of (and (2premium, if any, on) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose interest on all Notes of the Guarantee of such Guarantorsame series issued under the Indenture shall have been paid in full. Each This Guarantee shall remain be governed by and construed in full force and effect and continue to be effective should any petition be filed by or against accordance with 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 laws of the Issuer’s assetsState of New York, and shall, but without giving effect to applicable principles of conflicts of law to the fullest extent permitted by law, continue to be effective or be reinstated, as that the case may be, if at any time payment and performance application of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise law of another jurisdiction would be restored or returned by any obligee on the Notes, 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 returnedrequired thereby.

Guarantees. Subject By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Issuers and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article TwelveX, each Guarantor Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself its successors and on behalf of such Holder, assigns that: (1i) the principal of (and of, premium, if any) , and interest on the Notes will shall be duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any overdue interest, to if any, on the extent lawful, Notes and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 hereof10.5 hereof (collectively, the “Guarantee Obligations”). Each Subject to the provisions of this Article X, each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery entry of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (and each Issuer, to the extent permitted by such Issuer is considered a surety under applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuers (each, a proceeding first “Benefited Party”) to proceed against the Issuer Issuers, the Subsidiaries or any other PersonPerson or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice and all demands whatsoever and covenants of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Issuers, the Subsidiaries, any Benefited Party, any creditor of the Guarantors, the Issuers or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee obligation of such Guarantor a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided herein and therein, the Guarantees shall not be discharged as to any Note except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in such Noteprincipal, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, Notes and all other costs provided for under this Indenture or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holdersas provided in Article VIII. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Issuers or any Guarantorthe Guarantors, or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Issuer Issuers or any Guarantorthe Guarantors, any amount paid by any of them the Issuers or the Guarantors to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Notes and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five VI hereof, such obligations Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and The Purchaser undertakes to the Trustee Seller (for itself and as trustee for each other member of the Seller's Group) that after Completion and as soon as reasonably practicable after the date on behalf which it has received written notice from the Seller of the existence of a Guarantee, it will use its best endeavours to procure the release and discharge of the guarantor under any such HolderGuarantee and the Purchaser's assumption of, that: and (1if applicable) the principal substitution of the Purchaser or another member of the Purchaser's Group as the primary obligor in respect of each such Guarantee, in each case, on a non-recourse basis to any member of the Seller's Group. The Purchaser agrees with the Seller (for itself and as trustee for each other member of the Seller's Group) that, for so long as any Guarantee has not been released and discharged it shall (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount shall procure that would become due but for the operation where relevant a member of the automatic stay under Section 362(aPurchaser's Group shall) assume and duly and properly perform, pay and discharge when due any such Guarantee and indemnify the Seller (for itself and as trustee for each other member of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on Seller's Group) against any overdue interest, to the extent lawful, and all other obligations Losses incurred by any member of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid Seller's Group in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or respect of any such other obligationsGuarantee, provided that the same Purchaser shall be 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, subject, however, in the case of clauses have no obligation: (1i) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereofGuarantee, notice of which is received after the date falling 12 months after the Completion Date; and (ii) to the extent that any release liability of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Seller (or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy member of the Issuer, Seller's Group) relates to a breach of any right to require a proceeding first against the Issuer or obligation of any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance member of the obligations contained in Astra Tech Group where the Purchaser is entitled to seek compensation for Losses resulting from such Note, breach under the provisions of this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedAgreement.

Guarantees. Subject to this Article Twelve(a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally and irrevocably guarantees on a senior subordinated basis (the Notes and obligations of the Issuer hereunder and thereunder, and guarantees "Guarantee") to each Holder of a Note Security --------- authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Securities or the obligations of the Issuers under this Indenture or the Securities, that: (1w) the principal and premium (if any) of and interest (and premiumLiquidated Damages, if any) and interest on the Notes Securities will be paid in full when due, whether at Stated Maturitythe maturity or interest payment date, by acceleration acceleration, call for redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise otherwise; (including the amount that would become due but for the operation of the automatic stay under Section 362(ax) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder under this Indenture or thereunder the Securities will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (2y) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, the same shall they will be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitymaturity, by acceleration, purchase call for redemption, upon an Offer to Purchase or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, legal proceedings may each Guarantor shall be instituted by obligated to pay the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject same before failure so to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of pay becomes an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article TwelveEach of the undersigned (each a “Guarantor” and collectively, each Guarantor if more than one, the “Guarantors”) hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture dated as of December 1, 1991, by and irrevocably guarantees between Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), as Issuer, and The Bank of New York, as Trustee, (as amended, restated or supplemented from time to time, the Notes “Indenture”), and obligations subject to the provisions of the Issuer hereunder Indenture, (a) the due and thereunderpunctual payment of the principal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Existing Securities, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders of Existing Securities or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; set forth in Article XIII of the Indenture, and (2b) in case of any extension of time of payment or renewal of any Notes Existing Securities or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case . The obligations of clauses (1) and (2) above, each Guarantor to the limitation Holders of Existing Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Section 12.04 hereof. Each Guarantor Article XIII of the Indenture, and reference is hereby agrees (made to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of Indenture for the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the precise terms and conditions set forth in limitations of this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve11, each Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunderguarantees, and guarantees on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (1a) the principal of (and of, premium, if any) , and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, upon repurchase or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)redemption or otherwise, together with and interest on the overdue principalprincipal of, premium, if any, any (to the extent permitted by law) and interest on any overdue interest, to the extent lawfulNotes, and all other obligations payment Obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, subjectthe Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, however, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the case of clauses (1) same manner and (2) above, to the limitation set forth in Section 12.04 hereofsame extent as the Obligations of the Issuers. Each Guarantor The Guarantors hereby agrees (to the extent permitted by applicable law) agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the an Issuer, 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. Each Guarantor hereby waives (further, to the extent permitted by law) the benefits of , hereby waives diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the an Issuer, any right to require a proceeding first against the Issuer or any other Personan Issuer, protest, notice and all demands whatsoever and covenants that the its Guarantee of such Guarantor shall will not be discharged as to any Note except by complete performance of the obligations Obligations contained in such Note, this Indenture the Notes and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Issuer or any GuarantorGuarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either any of the Issuer Issuers or any Guarantorthe Guarantors, any amount paid by an Issuer or any of them Guarantor to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1a) subject to this Article Twelve, the Maturity maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five 7 hereof for the purposes of the Guarantee of such Guarantor its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (2b) in the event of any declaration of acceleration of such obligation Obligations as provided in Article Five 7 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose of its Guarantee. The Guarantors shall have the Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against right does not impair 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 rights of the Issuer’s assets, and shall, to Holders under 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, 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 returnedGuarantees.

Guarantees. Subject to this Article Twelve, each Each Subsidiary Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders Holders, Collateral Agent or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 1205 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Subsidiary Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Subsidiary Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor’s Guarantee without first proceeding against the Issuer Issuers or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Subsidiary Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Guarantee of such Subsidiary Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Issuers for liquidation, reorganization, should the Issuer Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees (i) In the Notes and obligations event that any Subsidiary of the Issuer hereunder and thereunderBorrower (other than an Excluded Xxxxx or a Receivables Entity) incurs or guarantees (x) any Indebtedness of the Borrower, and guarantees owed to each Holder a Person other than any Subsidiary, in excess of a Note authenticated and delivered by the Trustee, and to the Trustee an aggregate principal amount of $500,000,000 for itself and on behalf all such Indebtedness of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Subsidiary with respect to the Notes, Borrower (such Guarantor shall pay Indebtedness of such Subsidiary with respect to the Trustee for the account Borrower, “Triggering Indebtedness”) or (y) Mylan Notes in excess of the Holder, upon demand therefor, the an aggregate principal amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby$500,000,000, and (2ii) if Xxxxx ceases to be an Excluded Xxxxx and would otherwise satisfy clause (i) above, then, in each case, the event of any acceleration of Borrower shall cause each such obligation as provided Subsidiary to Guarantee the Obligations in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose favor of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment Administrative Agent for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, Administrative Agent and shall, the Lenders and shall cause each such Subsidiary to deliver to the fullest extent permitted Administrative Agent (A) a joinder to this Agreement in or substantially in the form attached as Exhibit F (each such joinder, a “Guarantor Joinder Agreement”) duly executed and delivered by lawsuch Subsidiary, continue (B) all documents and other information reasonably requested by the Lenders in order to be effective or be reinstatedallow the Lenders to comply with the Act and the Beneficial Ownership Regulation, as the case may be, if at any time payment and performance of the Notes are, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable law, rescinded or reduced in amount, or must otherwise Laws (it being understood that any such guarantee of Indebtedness by such Subsidiary shall be restored or returned by any obligee on subject to the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been madeprovisions of Section 6.01 of this Agreement). In the event that (1) the Administrative Agent receives evidence reasonably satisfactory to it that any payment Guarantor has been or any part thereofwill concurrently be released from, is rescindedor otherwise not be an issuer or guarantor in respect of, reduced(i) Triggering Indebtedness of such Guarantor and (ii) Mylan Notes in excess of an aggregate principal amount of $500,000,000, restored or returned(2) Xxxxx becomes an Excluded Xxxxx, then, in each case, at the Notes shallrequest of the Borrower, such Guarantor shall be released from the Guarantee Agreement (and, for the avoidance of doubt, such release shall not require the approval of the Lenders) so long as at the time of and after giving effect to such release and all such concurrent releases, all of such Guarantor’s then outstanding Indebtedness would then be permitted to be incurred at such time under Section 6.01 (treating, for this purpose, all Indebtedness of such Guarantor as being incurred at the fullest extent permitted by law, be reinstated and deemed reduced only by time of such amount paid and not so rescinded, reduced, restored or returnedrelease).

Guarantees. Subject By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article TwelveX, each Guarantor Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself its successors and on behalf of such Holder, assigns that: (1i) the principal of (and of, premium, if any) , and interest and Liquidated Damages, if any, on the Notes will shall be duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principal, premium, if any, Liquidated Damages, if any, and (to the extent permitted by law) interest on any overdue interest, to if any, on the extent lawful, Notes and all other obligations Obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 hereof10.5 hereof (collectively, the "Guarantee Obligations"). Each Subject to the provisions of this Article X, each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives and relinquishes: (to the extent permitted by lawa) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Company (each, a proceeding first "Benefitted Party") to proceed against the Issuer Company, the Subsidiaries or any other PersonPerson or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice and all demands whatsoever and covenants of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any Obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee obligation of such Guarantor a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the 66 Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged as to any Note except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in such Noteprincipal, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any Notes and all other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee costs provided for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holdersunder this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or any Guarantorthe Guarantors, or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Issuer Company or any Guarantorthe Guarantors, any amount paid by any of them the Company or the Guarantors to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such Obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Notes and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any acceleration of such obligation Obligations as provided in Article Five VI hereof, such obligations Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis, as a primary obligor and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereundernot merely as a surety, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: its successors and assigns (1i) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration acceleration, by redemption or otherwise otherwise, of all obligations of the Company under this Indenture (including obligations to the amount that would become due but Trustee and Collateral Agent) and the Notes, whether for the operation payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and or interest on (including any overdue interest, to fees, costs or charges that would accrue but for the extent lawfulprovisions of (x) the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code and (y) any other debtor relief laws) on the Notes held by the Holders, all other monetary obligations of the Company under this Indenture and the Notes and all other Second Lien Obligations and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer to the Holders Company whether for fees, expenses, indemnification or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsotherwise under this Indenture, the same shall be paid Notes and the Security Documents (all the foregoing, in full when due or performed each case strictly in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce Intercreditor Agreement and the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, Security Documents being hereinafter collectively called the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect“Guaranteed Obligations”). Each Guarantor further agrees thatthat the Guaranteed Obligations may be extended or renewed, as between in whole or in part, without notice or further assent from each such Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to that each such Guarantor shall remain bound under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor 10 notwithstanding any stay, injunction extension or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event renewal of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuaranteed Obligation.

Guarantees. Subject to the provisions of this Article Twelve, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, thatthe Holders: (1i) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and accrued interest on any each Security, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof of such Security and thereof; this Indenture and (2ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, otherwise (the obligations in the case of clauses subsections (1i) and (2ii) above, to hereof being the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor"Guaranteed Obligations"). Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, the benefit of discussion, protest or notice with respect to any other Person, protest, notice such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that the its Guarantee of such Guarantor shall will not be discharged as to any Note such Security except by complete performance payment in full of the obligations contained principal thereof and interest thereon and as provided in such NoteSection 401, this Indenture Section 1402 and such GuaranteeSection 1403. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each The maturity of the Guarantors hereby agrees that, Securities may be accelerated as provided in Article Five for the purposes of this Article Twelve. In the event of a default any declaration of acceleration of such obligations as provided in payment Article Five, the Securities (whether or not due and payable) shall forthwith become due and payable by each Guarantor jointly and severally, for the purpose of principal (or premiumthis Article Twelve. In addition, if any) or interest on such Note or in payment without limiting the foregoing provisions, upon the effectiveness of any other obligations hereunderan acceleration under Article Five, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee shall promptly make a demand for payment on behalf of itself the Securities under each Guarantee provided for in this Article Twelve. If the Trustee or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee Security is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer Company or any such Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security, the Guarantee of each of the Guarantorsthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each Guarantorit, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor its Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. Each Guarantor hereby further agrees that its obligations under this Indenture and the Securities shall be unconditional, and (2) in regardless of the event validity, regularity or enforceability of this Indenture or the Securities, the absence of any acceleration action to enforce this Indenture or the Securities, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Securities, any modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to enforce any such judgment, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor that makes or is required to make any payment in respect of its Guarantee shall be entitled to seek contribution from the other Guarantors to the extent permitted by applicable law; provided that each Guarantor agrees that any such claim for contribution that such Guarantor may have against any other Guarantor shall be subrogated to the prior payment in full, in cash, of all obligations owed to Holders under or in respect of the Securities. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any collateral that any such Holder or the Trustee on behalf of such obligation as provided in Article Five hereofHolder hereafter acquires, such obligations (whether or not due such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and payablethe principal of (and premium, if any) and interest on the Securities shall forthwith become due and payable by each not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the purpose of benefit of, and held in trust for the Guarantee of such Guarantor. Each Guarantee benefit of, the Holders, and shall remain in full force and effect and continue forthwith be paid 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 Trustee for the benefit of creditors or should a receiver or trustee the Holders to be appointed for all or any significant part credited and applied upon the principal of (and premium, if any) and interest on the Securities. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Issuer’s assets, Securities pursuant to this Indenture and shall, that the waivers set forth in this Section 1202 are knowingly made in contemplation of such benefits. Each Guarantee set forth in this Section 1202 shall not be valid or become obligatory for any purpose with respect to a Security until the fullest extent permitted certificate of authentication on such Security shall have been signed by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance on behalf 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, 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 returnedTrustee.

Guarantees. Subject to this Article Twelve, each Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on or Special Interest in respect of, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 1205 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject (a) In the event that any Subsidiary of the Parent incurs (as co-borrower or co-issuer with the Borrower or the Parent, as applicable) or guarantees any Indebtedness of the Borrower or any Indebtedness of the Parent, owed to a Person other than the Borrower, the Parent or any Subsidiary, in excess of an aggregate principal amount of $500,000,000 for all such Indebtedness of such Subsidiary with respect to the Borrower or the Parent, as applicable, then the Parent or the Borrower shall cause each such Subsidiary to Guarantee the Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders and shall cause each such Subsidiary to deliver to the Administrative Agent (A) a joinder to this Article TwelveAgreement in the form attached as Exhibit F, each Guarantor jointly (B) all documents and severallyother information reasonably requested by the Lenders in order to allow the Lenders to comply with the Act, unconditionally (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and irrevocably guarantees (E) other documentation required under applicable Laws (it being understood that any such guarantee of Indebtedness by such Subsidiary shall be subject to the Notes and obligations provisions of Section 6.01 of this Agreement); provided that, in no event shall a Subsidiary of the Issuer hereunder and thereunderParent that is not a Guarantor of the Obligations or does not Guarantee the Indebtedness of the Parent be required to provide a Guarantee of the Obligations if the Borrower or the Parent reasonably determines that such Guarantee is prohibited by, and guarantees to each Holder of a Note authenticated and delivered by the Trusteeor would be unduly burdensome under, and applicable Laws or would result in an adverse tax consequence to the Trustee Parent, the Borrower or any of its Subsidiaries, provided further that, in the event that the Administrative Agent receives evidence reasonably satisfactory to it that any such Guarantor has been released from such obligations in excess of an aggregate principal amount of $500,000,000 for itself and on behalf all such Indebtedness of such HolderSubsidiary, that: (1) then at the principal request of the Borrower, such Guarantor shall be released from the Guarantee Agreement (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation avoidance of doubt, such release shall not require the approval of the automatic stay Lenders) so long as at the time of and after giving effect to such release, all of such Guarantor’s then outstanding Indebtedness would then be permitted to be incurred at such time under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all 6.01 (other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, howeverthan, in the case of clauses the Parent, Section 6.01(p)) (1) and (2) abovetreating, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditionalfor this purpose, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee Indebtedness of such Guarantor shall not be discharged as to any Note except by complete performance of being incurred at the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder time of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedrelease).

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and All obligations of the Issuer hereunder Borrowers under the definitive credit agreement for the Term Loan Facility (the “Exit Credit Agreement”) and thereunderthe related guarantee and collateral agreement, mortgage agreements and guarantees to each Holder of other collateral documents (together with the Exit Credit Agreement, the “Loan Documents”) (collectively, the “Borrowers Obligations”) will be unconditionally guaranteed jointly and severally on a Note authenticated and delivered senior basis (the “Guarantees”) by the Trusteedirect parent of the Borrower and each existing and subsequently acquired or organized direct or indirect Material Domestic Subsidiary, and Material Foreign Subsidiary and, notwithstanding anything to the Trustee for itself contrary herein, (x) each Luxembourg subsidiary, (y) each guarantor party to the Prepetition Term Loan Credit Agreement and on behalf of such Holder, that: (1z) the principal of each subsidiary owning material intellectual property (and premium, if anyor owning subsidiaries which own material intellectual property) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation material real property of the automatic stay under Section 362(a) of company (the Bankruptcy Law)“Subsidiary Guarantors”, together with interest on the overdue principalBorrowers, if anythe “Loan Parties”); provided that, notwithstanding anything to the contrary herein, (i) the guarantor exclusions shall be limited to (a) immaterial domestic subsidiaries, (b) immaterial foreign subsidiaries (which, for avoidance of doubt, will not include any Luxembourg subsidiaries), (c) bona fide joint ventures with third parties, (d) any subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation at the time such person becomes a subsidiary (and interest on not entered into in contemplation of this clause (d) and for so long as such prohibition or restriction remains in effect), as applicable, from granting a guarantee or which would require governmental (including regulatory) consent, approval, license or authorization to provide such guarantee unless such consent, approval, license or authorization has been received, (e) any overdue interestsubsidiary acquired pursuant to an acquisition or other investment permitted by the Definitive Documentation that has assumed, permitted secured indebtedness not incurred in contemplation of such acquisition or other investment and any subsidiary thereof that guarantees such secured indebtedness, in each case to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; for so long as such secured and (2f) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, circumstances where the same shall be paid in full when due or performed in accordance with Borrowers and the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants Administrative Agent reasonably agree that the Guarantee cost of providing such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting excessive in relation to either the Issuer value afforded thereby and (ii) the Definitive Documentation shall not permit any unrestricted subsidiaries. "CFC" shall mean any direct or indirect Foreign Subsidiary of any Guarantor, any amount paid by any Borrower that is a "controlled foreign corporation" within the meaning of them to the Trustee or such Holder, the Guarantee of each Section 957 of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees thatInternal Revenue Code of 1986, as between each Guarantor, on amended (the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preferenceCode”, “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).

Guarantees. Subject By its execution hereof, the Guarantors acknowledge and agree that each receives substantial benefits from the Company and that each Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article Twelve14, each Guarantor jointly the Guarantors hereby fully and severallyunconditionally guarantee to the Trustee, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself its successors and on behalf of such Holder, assigns that: (1i) the principal of (and premium, if anyincluding the Fundamental Change Purchase Price upon repurchase pursuant to Article 3) and interest on the Notes will shall be duly and punctually paid in full when due, whether at Stated Maturitythe Maturity Date, by acceleration upon acceleration, upon repurchase due to a Fundamental Change or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on overdue principal and (to the overdue principal, if any, and extent permitted by law) interest on any overdue interest, to if any, on the extent lawful, Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon repurchase due to a Fundamental Change or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 hereof. Each Guarantor 14.03 hereof (collectively, the “Guarantee Obligations”).Subject to the provisions of this Article 14, the Guarantors hereby agrees (to the extent permitted by applicable law) that its obligations their Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorthe Guarantors. Each Guarantor The Guarantors hereby waives waive and relinquish: (to the extent permitted by lawa) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Company (each, a proceeding first “Benefited Party”) to proceed against the Issuer Company or any other PersonPerson or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice and all demands whatsoever and covenants of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, any Benefited Party, any creditor of the Guarantors or the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee obligation of such Guarantor a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. The Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged as to any Note except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in such Note, this Indenture principal and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, Notes and all other costs provided for under this Indenture or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returned8.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors hereby jointly and severallyseverally irrevocably and unconditionally guarantee, unconditionally and irrevocably guarantees on a senior secured basis, the Notes and obligations of the Issuer Co-Issuers hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee and Notes Collateral Agents for itself themselves and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, expenses, indemnification and all other obligations of the Issuer Co-Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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. To the extent concerning Brazilian Guarantors, each Guarantor hereby expressly waives the legal benefits provided for in articles 333 (sole paragraph), 366, 827, 828, 831, 834, 835, 837, 838 and 839 of Law 10,406/2002 (the “Brazilian Civil Code”) and articles 130 and 794 of Law 13,105/2015 (the “Brazilian Code of Civil Procedure”), until all amounts due and payable by the Co-Issuers with respect to the Notes shall have been paid in full.

Guarantees. Subject Each future Subsidiary Guarantor shall, on the date it executes and delivers a Guarantee hereunder, have the full corporate power, authority and capacity to this Article Twelve, each Guarantor jointly execute and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, deliver such Guarantee and to the Trustee for itself perform all of its obligations to be performed thereunder; all corporate and on behalf other acts, conditions and things required to be done and performed or to have occurred prior to such execution and delivery to constitute such Guarantee as a valid and legally binding obligation of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all Subsidiary Guarantor enforceable in accordance with its terms shall have been done and performed and shall have occurred in due compliance with all applicable Laws; on the terms hereof date of such execution and thereof; delivery, the execution, delivery and performance of such Guarantee by such Subsidiary Guarantor will not (2i) violate any provision of Law, (ii) violate any provision of the charter or bylaws of such Subsidiary Guarantor, or (iii) result in case a breach of, a default under (including, without limitation, any event which with notice or lapse of time, or both, would constitute a breach of or a default under), or the creation of any extension Lien on the properties or assets of time of payment or renewal of any Notes or of any such other obligationsSubsidiary Guarantor, the same shall be paid in full when due Company or performed in accordance with the terms any other Subsidiary of the extension Company under any Contract to which such Subsidiary Guarantor or renewalthe Company or any other Subsidiary of the Company is a party or by which the properties or assets of such Subsidiary Guarantor, whether at Stated Maturitythe Company or any other Subsidiary of the Company may be bound or affected, by acceleration or otherwise, subject, howeverexcept, in the case of clauses (1i) and (2) aboveiii), for such violations, breaches, defaults or Liens which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; on the date of such execution and delivery, each Guarantee executed and delivered by a Subsidiary Guarantor shall constitute legal, valid, binding and unconditional obligations of the Subsidiary Guarantor executing and delivering it to the limitation set forth Lenders hereunder, enforceable in Section 12.04 hereof. Each Guarantor hereby agrees (accordance with its terms, except to the extent permitted that the enforceability thereof may be limited by applicable law) that its obligations hereunder shall be unconditionalbankruptcy, irrespective insolvency, reorganization or similar laws affecting the enforcement of the validity, regularity creditors' rights generally or enforceability by general principles of the Notes or this Indenture, the absence equity (regardless of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court whether such enforcement is considered in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer in equity or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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).

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; thereof and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Parent and the Company shall each use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective as of the Separation Date, terminate or cause a member of the Lithium Group to be substituted in all respects for a member of the Parent Group with respect to, and for the members of the Parent Group, as applicable, to be otherwise removed or released from, all obligations of any member of the Lithium Group under each guarantee, indemnity, surety bond, letter of credit or letter of comfort (each, a “Guarantee”), given or obtained by any member of the Parent Group for the benefit of any member of the Lithium Group or the Lithium Business (including any Guarantee of any Environmental Liability), other than the Guarantees listed on Schedule 5.05. Subject to this Article Twelveany applicable terms of Schedule 5.05, each Guarantor jointly if Parent and severallythe Company have been unable to effect any such substitution, unconditionally removal, release and irrevocably guarantees the Notes and obligations termination with respect to any such Guarantee as of the Issuer hereunder and thereunderSeparation Date, and guarantees to each Holder of a Note authenticated and delivered by then, following the TrusteeSeparation Date, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of parties shall cooperate to effect such substitution, removal, release and termination as soon as reasonably practicable after the Separation Date, (b) the Company and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation members of the automatic stay under Section 362(a) Lithium Group shall, from and after the Separation Date, indemnify against, hold harmless and promptly reimburse the members of the Bankruptcy Law), together with interest on Parent Group for any payments made by members of the overdue principal, if any, Parent Group and interest on for any overdue interest, to the extent lawful, and all other obligations Liabilities of the Issuer to members of the Holders Parent Group arising out of, or the Trustee hereunder in performing, in whole or thereunder will be paid in full or performedpart, all any performance obligation in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of underlying obligation under any such other obligationsGuarantee (including, for the same shall be paid in full when due or performed in accordance with the terms avoidance of the extension or renewaldoubt, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation any Guarantee set forth in Section 12.04 hereof. Each Guarantor hereby agrees on Schedule 5.05) (except to the extent permitted the performance obligation under any such Guarantee shall have been triggered solely by applicable law) that its obligations hereunder shall be unconditional, irrespective an act or failure to act of the validityapplicable guarantor (rather than the underlying obligor)), regularity or enforceability and (c) without the prior written consent of an officer of Parent who is not also an officer of the Notes Company or this Indentureany member of the Lithium Group, no member of the absence of Lithium Group may renew, extend the term of, increase any action obligations under, or transfer to enforce the samea third Person, any waiver Liability for which any member of the Parent Group is or consent by might be liable pursuant to an applicable Guarantee (including, for the avoidance of doubt, any Holder Guarantee set forth on Schedule 5.05) unless such Guarantee, and all applicable obligations of the members of the Parent Group with respect thereto, are thereupon terminated pursuant to any provisions hereof or thereof, any release of any other Guarantor, documentation reasonably acceptable to Parent; provided that the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives foregoing clause (to the extent permitted by lawc) the benefits of diligence, presentment, demand for payment, filing of claims with a court shall not apply in the event of insolvency or bankruptcy the members of the Issuer, any right Lithium Group obtain a letter of credit from a financial institution reasonably acceptable to require a proceeding first against the Issuer or any other Person, protest, notice Parent and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part Parent with respect to such Liabilities 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 Parent Group in respect 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, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a senior secured basis, as a primary obligor and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereundernot merely as a surety, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself (acting in any capacity hereunder, including as Collateral Trustee) and on behalf of such Holder, that: their successors and assigns (1i) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise otherwise, of all obligations of the Issuers under this Indenture (including obligations to the amount that would become due but Trustee) and the Securities, whether for the operation payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, or interest (including PIK Interest) on the Securities and interest on any overdue interest, to all other monetary obligations of the extent lawful, Issuers under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer to the Holders Issuers whether for fees, expenses, indemnification or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, under this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of paymentSecurities, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture by executing this Indenture. On the Issue Date, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against will jointly and severally irrevocably and unconditionally guarantee on a senior basis the Issuer or any other Guarantor. Each Guarantor agrees that if, after Securities (the occurrence and during "Guaranteed Obligations") by executing the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture. Each Guarantor further agrees thatthat the Guaranteed Obligations may be extended or renewed, as between in whole or in part, without notice or further assent from each such Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to that each such Guarantor shall remain bound under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor 10 notwithstanding any stay, injunction extension or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event renewal of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuaranteed Obligation.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation periods set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture8.17, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes areObligations, Hedging Liability, and Funds Transfer, Deposit Account Liability and Foreign LCs shall at all times be guaranteed by Holdings and each direct and indirect Domestic Wholly-owned Subsidiary of the Borrower and, with respect to Hedging Liability or Funds Transfer and Deposit Account Liabilities of Holdings or any other Guarantor permitted to be incurred by Holdings or such other Guarantor hereunder, the Borrower (individually a “Guarantor” and collectively the “Guarantors”) pursuant to applicable Section 12 hereof (individually a “Guarantee” and collectively the “Guarantees”); provided that, (i) no Subsidiary shall be required to be a Guarantor hereunder if providing such Guarantee would result in material adverse tax consequences as reasonably determined by the Borrower, (ii) Immaterial Subsidiaries and Unrestricted Subsidiaries shall not be required to be a Guarantor hereunder, (iii) no Subsidiary that is prohibited by law, rescinded regulation or reduced contractual obligation (in amount, or must otherwise be restored or returned by the case of any obligee on the Notes, 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 shallcontractual obligation, to the fullest extent permitted (x) existing on the Closing Date or, if such Subsidiary was acquired by lawthe Borrower or another Loan Party after the Closing Date, on the date on which such Restricted Subsidiary was acquired and (y) such prohibition was not agreed in contemplation hereof) from providing such Guarantee or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee shall be reinstated required to be a Guarantor hereunder, (iv) no CFC Holdco nor any Domestic Subsidiary that is a direct or indirect Subsidiary of a CFC shall be required to be a Guarantor hereunder, (v) no Subsidiary to the extent the burden or cost of providing such Guarantee outweighs the benefit to the Lenders afforded thereby, as reasonably determined by the Administrative Agent and deemed reduced only by the Borrower, shall be required to be a Guarantor hereunder and (vi) the enforcement of the Guarantee of any Restricted Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes, solely with respect to any of its Subsidiaries that are CFCs, shall be limited to 65% of the Voting Stock (and 100% of the non-Voting Stock) of such amount paid and not so rescinded, reduced, restored or returnedCFCs.

Guarantees. Subject If Securities of or within a series are specified, as contemplated by Section 301, to this Article Twelvebe guaranteed by the Guarantor, each then the Guarantor jointly hereby fully and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note any such Security which is authenticated and delivered by the TrusteeTrustee and to each Holder of any coupon appertaining to any such Security, and to the Trustee for itself and on behalf of each such Holder, that: (1) the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes will be paid in full when due(including, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsdefault, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalinterest on principal and, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) , on overdue interest and including any additional interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture, including, without limitation, the payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 1007 hereof (the "Guarantor Obligations"). In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company. The Guarantor hereby agrees that its obligations Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or enforceability of the Notes any such Security or coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any Holder such Security or coupon appertaining thereto with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer or any other PersonCompany, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall its Guarantees will not be discharged as to any Note except by complete performance of the its obligations contained in any such Note, Security or coupon appertaining thereto and in this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by If the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer any Security or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee coupon appertaining thereto is required by any court or otherwise to return to the Issuer Company or any the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer Company or any the Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security or any coupons appertaining thereto, the Guarantee of each of the GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each the Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor 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, . The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (and (2) in the event of any acceleration coupons appertaining thereto) against the Company in respect of any amounts paid by the Guarantor on account of such obligation as provided in Article Five hereofSecurities or any coupons appertaining thereto or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such obligations right of subrogation until the principal of (whether or not due and payablepremium, if any, on) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee interest, if any, on all Securities of such Guarantor. Each Guarantee series shall remain have been indefeasibly paid in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedfull.

Guarantees. Subject to this Article TwelveThe Guarantors, each Guarantor as primary obligors and not merely as sureties, hereby jointly and severallyseverally irrevocably and unconditionally guarantee, unconditionally and irrevocably guarantees on an unsubordinated basis, the Notes and obligations of the Issuer hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay (or equivalent) under Section 362(a) of the any Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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. The form of Notation of Guarantee to be executed on each Note by each Guarantor is attached as Exhibit A hereto.

Guarantees. Subject to this Article Twelve, each Each Subsidiary Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Second-Priority Notes and obligations of the Issuer Issuers hereunder and thereunder, and guarantees to each Holder of a Second-Priority Note authenticated and delivered by the Second-Priority Trustee, and to the Second-Priority Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Second-Priority Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders Holders, Second-Priority Collateral Agent or the Second-Priority Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Second-Priority Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 1205 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Second-Priority Notes or this Second-Priority Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Subsidiary Guarantor shall not be discharged as to any Second-Priority Note except by complete performance of the obligations contained in such Second-Priority Note, this Second-Priority Indenture and such Guarantee. Each Subsidiary Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderSecond-Priority Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Second-Priority Trustee on behalf of itself or on behalf of, or by, the Holder of such Second-Priority Note, subject to the terms and conditions set forth in this Second-Priority Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor’s Guarantee without first proceeding against the Issuer Issuers or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Second-Priority Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Second-Priority Notes, to collect interest on the Second-Priority Notes, or to enforce or exercise any other right or remedy with respect to the Second-Priority Notes, such Subsidiary Guarantor shall pay to the Second-Priority Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Second-Priority Trustee or any of the Holders. If any Holder or the Second-Priority Trustee is required by any court or otherwise to return to the Issuer Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Second-Priority Trustee or such Holder, the Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Second-Priority Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Subsidiary Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Guarantee of such Subsidiary Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Issuers for liquidation, reorganization, should the Issuer Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Second-Priority Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Second-Priority Notes, 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 Second-Priority 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.

Guarantees. (a) Subject to this Article Twelve13, each Guarantor of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (1a) the principal Reduced Principal Amount of (and premium, if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon repurchase or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principal, if any, Reduced Principal Amount of and interest on any overdue interest, (to the extent lawfulpermitted by law) interest on the Notes, and all other payment obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect subject to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderapplicable grace period, whether at its Stated Maturitythe Maturity Date, by acceleration, purchase upon repurchase or otherwise, legal proceedings may be instituted by the Trustee on behalf . Failing payment when so due of itself or on behalf of, or byany amount so guaranteed for whatever reason, the Holder of such Note, subject Guarantors will be jointly and severally obligated to pay the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantorsame immediately. Each Guarantor agrees that if, after the occurrence and during the continuance of an An Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Default with respect to the NotesNotes under this Indenture shall constitute an event of default under the Guarantees, such Guarantor and shall pay entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the Trustee for same extent as the account obligations of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedCompany.

Guarantees. Subject to this Article Twelve, each Guarantor Each of the undersigned (the “Guarantors”) hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture, dated as of July 28, 2010 (the “Indenture”), by and irrevocably guarantees among Crown European Holdings SA, as issuer (the Notes “Issuer”), the Guarantors and obligations The Bank of New York Mellon, as trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the Indenture, (a) the due and punctual payment of the Issuer hereunder and thereunderprincipal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders Noteholders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; and set forth in Article Ten of the Indenture, (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwiseotherwise and (c) all amounts due to the Trustee pursuant to the Indenture. The obligations of the Guarantors to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, subjectand reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. Each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and the Note Guarantees that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding in (i) above and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Issuer in accordance with this Section Guarantee shall be deemed in every respect effective service of process upon the Issuer or any Guarantor, if any, in any such suit or proceeding. The Issuer and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding; provided, however, that the Issuer or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Guarantee that (i) maintains an office located in the case Xxxxxxx xx Xxxxxxxxx, The City of clauses New York, the State of New York, (1ii) is a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (2iii) aboveagrees to act as agent for service of process in accordance with this Guarantee Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, to The City of New York, the limitation set forth in Section 12.04 hereofState of New York. Each Guarantor hereby agrees (to To the fullest extent permitted by applicable law) , to the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations hereunder shall be unconditional, irrespective under each of the validity, regularity or enforceability of the Notes or this Indenture, the absence Notes and the Note Guarantees. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action to enforce the sameor proceeding, any waiver claim that it is not personally subject to the jurisdiction of the courts mentioned above for any reason whatsoever, that such suit, action or consent by any Holder with respect to any provisions proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture, the Notes or the Note Guarantees or the subject matter hereof or thereofthereof may not be enforced in such courts. The Issuer and the Guarantors agree that a final judgment in any such suit, any release of action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other Guarantor, manner provided by law. To the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) , nothing in this Guarantee shall affect the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy right of the Issuer, any right Trustee to require a proceeding first against the Issuer or serve legal process in any other Person, protest, notice and all demands whatsoever and covenants that manner permitted by law or affect the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance right of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (Trustee to bring any action or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after or its property in the occurrence and during the continuance courts of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedjurisdictions.

Guarantees. Subject to this Article Twelve, each Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Issuers or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Issuers for liquidation, reorganization, should the Issuer Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. The Notes will be guaranteed, on a full, joint and several basis, by the Issuer’s present and future domestic Wholly-Owned Subsidiaries that are obligors under the Senior Credit Facility. Subject to this Article Twelve12, each Guarantor Guarantor, as primary obligors and not merely as sureties, hereby jointly and severally, unconditionally and irrevocably guarantees guarantees, on a senior unsecured basis, the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, 115 on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article Twelve, each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, Holder the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject (a) In the event that any Subsidiary of the Borrower incurs (as co-borrower or co-issuer with the Borrower or Mylan Inc., as applicable) or guarantees any Indebtedness of the Borrower or, if at such time Mylan Inc. Guarantees the Obligations, any Indebtedness of Mylan Inc., owed to a Person other than the Borrower, Mylan Inc. or any Subsidiary, in excess of an aggregate principal amount of $500,000,000 for all such Indebtedness of such Subsidiary with respect to the Borrower or Mylan Inc., as applicable, then the Borrower shall cause each such Subsidiary to Guarantee the Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders and shall cause each such Subsidiary to deliver to the Administrative Agent (A) a joinder to this Article TwelveAgreement in the form attached as Exhibit F, each Guarantor jointly (B) all documents and severallyother information reasonably requested by the Lenders in order to allow the Lenders to comply with the Act, unconditionally (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and irrevocably guarantees (E) other documentation required under applicable Laws (it being understood that any such guarantee of Indebtedness by such Subsidiary shall be subject to the Notes and obligations provisions of Section 6.01 of this Agreement); provided that, in no event shall a Subsidiary of the Issuer hereunder and thereunderBorrower that is not a Guarantor of the Obligations or does not Guarantee the Indebtedness of Mylan Inc. be required to provide a Guarantee of the Obligations if the Borrower reasonably determines that such Guarantee is prohibited by, and guarantees to each Holder of a Note authenticated and delivered by the Trusteeor would be unduly burdensome under, and applicable Laws or would result in an adverse tax consequence to the Trustee Borrower or any of its Subsidiaries, provided further that, in the event that the Administrative Agent receives evidence reasonably satisfactory to it that any such Guarantor has been released from such obligations in excess of an aggregate principal amount of $500,000,000 for itself and on behalf all such Indebtedness of such HolderSubsidiary, that: (1) then at the principal request of the Borrower, such Guarantor shall be released from the Guarantee Agreement (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation avoidance of doubt, such release shall not require the approval of the automatic stay Lenders) so long as at the time of and after giving effect to such release, all of such Guarantor’s then outstanding Indebtedness would then be permitted to be incurred at such time under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all 6.01 (other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, howeverthan, in the case of clauses the Borrower, Section 6.01(p)) (1) and (2) abovetreating, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditionalfor this purpose, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee Indebtedness of such Guarantor shall not be discharged as to any Note except by complete performance of being incurred at the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder time of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedrelease).

Guarantees. (a) Subject to this Article ARTICLE Twelve, each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereundernot merely as a surety, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, regardless of such Holderthe validity and enforceability of this Indenture, that: (1i) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration acceleration, by redemption or otherwise otherwise, of all obligations of the Company under this Indenture (including obligations to the amount that would become due but Trustee) and the Notes, whether for payment of principal of, or premium (if any), interest and Special Interest (if any) on, the operation Notes and all other monetary obligations of the automatic stay Company under Section 362(a) of the Bankruptcy Law), together with this Indenture (including interest on the overdue principalprincipal of, premium (if any), interest and Special Interest (if any) on, the Notes, if any, lawful (subject in all cases to any applicable grace period provided herein)) and interest on any overdue interest, to the extent lawful, Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer to the Holders Company whether for fees, expenses, indemnification or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, under this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of Notes (all the Guarantors hereby agrees that, in foregoing being hereinafter collectively called the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect“Guaranteed Obligations”). Each Guarantor further agrees thatthat the Guaranteed Obligations may be extended or renewed, as between in whole or in part, without notice or further assent from each such Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of that each such Guarantor shall remain bound under this ARTICLE Twelve notwithstanding any stay, injunction extension or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event renewal of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuaranteed Obligation.

Guarantees. Subject If Securities of or within a series are specified, as contemplated by Section 3.01, to this Article Twelvebe guaranteed by the Guarantor, each then the Guarantor jointly hereby fully and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note any such Security authenticated and delivered by the TrusteeTrustee and to each Holder of any coupon appertaining to any such Security, and to the Trustee for itself and on behalf of each such Holder, that: (1) the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes will be paid in full when due(including, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsdefault, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalinterest on principal and, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) , on overdue interest and including any additional interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture, including, without limitation, the payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 10.10 hereof (the "Guarantor Debt"). In case of the failure of the Issuer or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations Guarantor Debt hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Issuer, the validity, regularity or enforceability of the Notes any such Security or any coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any Holder such Security or any coupon appertaining thereto with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, Issuer or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall its Guarantees will not be discharged as to any Note except by complete performance of the its obligations contained in any such Note, Security or any coupon appertaining thereto and in this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by If the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer any Security or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee coupon appertaining thereto is required by any court or otherwise to return to the Issuer or any the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer or any the Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security or any coupons appertaining thereto, the Guarantee of each of the GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each the Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Guarantee of such Guarantor 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, . The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payablecoupons appertaining thereto) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should in respect of any amounts paid by the Issuer become insolvent or make an assignment for the benefit Guarantor on account of creditors or should a receiver or trustee be appointed for all such Securities or any significant part coupon appertaining thereto or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the Issuer’s assets, principal of (and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may bepremium, if at any time payment any, on) and performance interest, if any, on all Securities of the Notes are, pursuant to applicable law, rescinded or reduced such series shall have been indefeasibly paid in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedfull.

Guarantees. Subject to this Article Twelve, each Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 1205 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article Twelve, each Guarantor Each of the undersigned (the "Guarantors") hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture dated as of June 3, 2003 by and irrevocably guarantees among Xxxxxxx Investments Ltd., an Ontario corporation, as issuer (the Notes "Company"), the Guarantors, as guarantors, and obligations Deutsche Bank Trust Company Americas, as Trustee (as amended, restated or supplemented from time to time, the "Indenture"), and subject to the provisions of the Issuer hereunder Indenture, (a) the due and thereunderpunctual payment of the principal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; set forth in Article Ten of the Indenture, and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the account precise terms and limitations of this Guarantee. Each Holder of the HolderNote to which this Guarantee is endorsed, upon demand thereforby accepting such Note, the amount that would otherwise have been due agrees to and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of bound by such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantorprovisions. Each Guarantee shall remain in full force will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor after giving effect to all of its other contingent and effect and continue fixed liabilities without rendering such Guarantee, as it relates to be effective should any petition be filed by such Guarantor, voidable under applicable law relating to fraudulent conveyance or against fraudulent transfer or similar laws affecting the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit rights 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, 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 returnedgenerally.

Guarantees. The Notes will be guaranteed, on a full, joint and several senior basis, by the Parent and the Issuer’s present and future domestic Subsidiaries that are obligors under the Senior Credit Facility and the ABL Credit Facility. Subject to this Article Twelve‎Article 12, each Guarantor Guarantor, as primary obligors and not merely as sureties, hereby jointly and severally, unconditionally and irrevocably guarantees guarantees, on a senior unsecured basis, the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1i) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation set forth in Section ‎Section 12.04 hereof. 128 Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve‎Article 12, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five ‎Article 5 hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five ‎Article 5 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. The Notes will be guaranteed, on a full, joint and several basis, by the Issuer’s present and future domestic Wholly-Owned Subsidiaries that are obligors under the Senior Credit Facility. Subject to this Article Twelve12, each Guarantor Guarantor, as primary obligors and not merely as sureties, hereby jointly and severally, unconditionally and irrevocably guarantees guarantees, on a senior unsecured basis, the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject If Securities of or within a series are specified, as contemplated by Section 3.01, to this Article Twelvebe guaranteed by the Guarantor, each then the Guarantor jointly hereby fully and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note any such Security authenticated and delivered made available for delivery by the TrusteeTrustee and to each Holder of any coupon appertaining to any such Security, and to the Trustee for itself and on behalf of each such Holder, that: (1) the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes will be paid in full when due(including, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsdefault, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalinterest on principal and, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) , on overdue interest and including any additional interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture, including, without limitation, the payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 10.10 hereof (the "Guarantor Debt"). In case of the failure of the Issuer or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations Guarantor Debt hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Issuer, the validity, regularity or enforceability of the Notes any such Security or any coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any Holder such Security or any coupon appertaining thereto with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, Issuer or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall its Guarantees will not be discharged as to any Note except by complete performance of the its obligations contained in any such Note, Security or any coupon appertaining thereto and in this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by If the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer any Security or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee coupon appertaining thereto is required by any court or otherwise to return to the Issuer or any the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer or any the Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security or any coupons appertaining thereto, the Guarantee of each of the GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each the Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Guarantee of such Guarantor this Guarantee, notwithstanding any stay, injunction or other prohibition extent under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, . The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payablecoupons appertaining thereto) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should in respect of any amounts paid by the Issuer become insolvent or make an assignment for the benefit Guarantor on account of creditors or should a receiver or trustee be appointed for all such Securities or any significant part coupon appertaining thereto or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the Issuer’s assets, principal of (and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may bepremium, if at any time payment any, on) and performance interest, if any, on all Securities of the Notes are, pursuant to applicable law, rescinded or reduced such series shall have been indefeasibly paid in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedfull.

Guarantees. Subject to this Article Twelve(a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor of the Guarantors, together with each Subsidiary of the Company which in accordance with Sections 4.18 and 12.8(a) hereof is required in the future to guarantee the Obligations of the Company and the Guarantors under the Senior Notes, the Guarantees and this Indenture upon execution of a supplemental indenture, hereby jointly and severally, unconditionally severally and irrevocably and unconditionally guarantees to the Notes Trustee and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder irrespective of a Note authenticated the validity or enforceability of this Indenture or the Securities or the Obligations of the Company and delivered by the Trustee, and to the Trustee for itself and on behalf of such HolderGuarantors under this Indenture, that: (1i) the principal of (and of, premium, if any, any interest, and Special Interest, if any, on the Senior Notes (including, without limitation, any interest that accrues after the filing of a proceeding of the type described in Sections 6.1(g) and interest on the Notes (h)) and any fees, expenses and other amounts owing under this Indenture will be duly and punctually paid in full when due, whether at Stated Maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, Asset Sale Offer, purchase or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, on the Senior Notes and interest on any overdue interest, to other amounts due in respect of the extent lawfulSenior Notes, and all other obligations Obligations of the Issuer Company and the Guarantors to the Holders of the Senior Notes under this Indenture, the Senior Notes and the Guarantees, whether now or the Trustee hereunder or thereunder hereafter existing, will be promptly paid in full or performed, all strictly in accordance with the terms hereof and thereofof the Senior Notes; and (2ii) in case of any extension of time of payment or renewal of any Senior Notes or any of any such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, call for redemption, upon Change of Control Offer, Asset Sale Offer, purchase or otherwise; provided, legal proceedings may however, that the maximum liability of Seabulk Transmarine Partnership, Ltd. under its Guarantee shall be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject limited to the terms and conditions set forth in this Indenture, directly against each 66 2/3% of the Guarantors fair market value, from time to enforce time, of the Seabulk America Official No. 911357. If payment is not made when due of any amount so guaranteed for whatever reason, each Guarantor shall be jointly and severally obligated to pay the same individually whether or not such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantorfailure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Guarantor agrees that if, after this is a guarantee of payment and not a guarantee of collection. An Event of Default under this Indenture or the occurrence and during the continuance of Senior Notes shall constitute an Event of DefaultDefault under each Guarantee, the Trustee or any of and shall entitle the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity Obligations of each Guarantor hereunder in the same manner and to the same extent as the Obligations of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such GuarantorCompany. Each Guarantee shall remain in full force and effect and continue is intended to be effective should superior to or pari passu in right of payment with all Indebtedness of the Guarantors and each Guarantor's Obligations are independent of any petition be filed by or against Obligation of 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 Company 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, 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 returnedother Guarantor.

Guarantees. (A) Subject to the provisions of this Article Twelve9, each the Guarantor jointly and severallyhereby fully, unconditionally and irrevocably guarantees the Notes guarantees, as primary obligor and obligations of the Issuer hereunder not merely as surety, on a joint and thereunderseveral basis, and guarantees to each Holder of a Note authenticated the Notes and delivered by the TrusteeTrustee the due and punctual payment of the principal of, any interest on, and to any Conversion Consideration for, the Trustee for itself and Notes will be promptly paid in full when due whether at maturity, by acceleration, on behalf of such Holdera Fundamental Change Repurchase Date, that: (1) the principal of (and premium, if any) upon Redemption or otherwise and interest on the Notes will be paid in full when dueoverdue principal of, whether at Stated Maturityany interest on, by acceleration or otherwise (including any Conversion Consideration for, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principalNotes, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on under the Notes, or to enforce or exercise any other right or remedy under the Indenture with respect to the Notes, such will promptly be paid or delivered in full or performed, as applicable, in each case in accordance with the Indenture and the Notes (collectively, the “Guarantee Obligations”) in each case subject to Section 9.02. The Guarantor shall pay to agrees that the Trustee for the account Guarantee Obligations will rank equally in right of payment with other indebtedness of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, except to the extent theretofore dischargedsuch other indebtedness is subordinate to the Guarantee Obligations, shall be reinstated in full force and effect. Each which case the obligations of the Guarantor further agrees that, as between each Guarantor, on under the one handGuarantee will rank senior in right of payment to such other indebtedness, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof except for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit claims 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 that are mandatorily preferred by law, continue to be effective or be reinstated, as in which case the case may be, if at any time payment and performance obligations of the Notes are, pursuant Guarantor under the Guarantee will rank junior in right of payment to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedclaims.

Guarantees. Subject to this Article Twelve, each Each Guarantor jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself Banks and on behalf Agent, as primary obligor and not merely as surety, the due and punctual payment of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full Notes, the Letters of Credit and the Acceptances, when and as due, whether at Stated Maturitymaturity, by acceleration acceleration, by notice of prepayment or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulotherwise, and all other monetary obligations of the Issuer Borrower to the Holders Banks and the Agent under the Loan Documents (collectively, the "Obligations"). Each Guarantor further agrees that the Obligations may be extended and renewed, in whole or the Trustee hereunder in part, without notice to or thereunder further assent from it, and that it will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of remain bound upon its guarantee notwithstanding any extension of time of payment or renewal of any Obligations. The guaranty made hereunder is unconditional, is a continuing guaranty, and shall continue in full force and effect until indefeasible payment in full of the Obligations and all other amounts payable under this Agreement. Each Guarantor waives notice of acceptance of this Guarantee and also waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, as well as notice of protest for nonpayment and all other formalities. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of any of the Banks and the Agent to assert any claim or demand or to enforce any right or remedy against the Borrower or any other person under this Agreement, the Notes or otherwise; (b) any extension or renewal of any such other obligationsof the Obligations; (c) any rescission, the same shall be paid in full when due waiver, amendment or performed in accordance with modification of any of the terms or provisions of this Agreement or any other agreement or instrument; (d) the release of any security held by or for the benefit of the extension Banks and the Agent for the performance of any of the Obligations; (e) the failure of any Bank to exercise any right or renewalremedy against any other Guarantor of the Obligations; (f) any default, whether at Stated Maturityfailure or delay, by acceleration wilful or otherwise, subject, however, in the case performance of clauses the Obligations; or (1g) and (2) above, any other act or omission or delay to do any other act which might in any manner or to any extent vary the limitation set forth in Section 12.04 hereofrisk of the Guarantor or which would otherwise operate as a discharge of the Guarantor as a matter of law. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is guarantee constitutes a guarantee of payment, performance and compliance payment when due and not of collection. Each , and waives any right to require that any resort be had by any of the Guarantors hereby agrees that, in the event of a default in Banks to any security held for payment of principal (the Obligations or premium, if any) or interest on such Note or in payment to any balance of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase deposit account or otherwise, legal proceedings may be instituted by credit on the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each books of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against Banks in favor of the Issuer Borrower or any other person. The Banks and the Agent, in their sole discretion, shall have the right to proceed first and directly against any Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any The Obligations of the Holders are prevented Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment in full as provided herein), including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever by applicable law from exercising their respective rights to accelerate the Maturity reason of the Notesinvalidity, to collect interest on the Notes, illegality or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account unenforceability of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee Obligations or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectotherwise. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to that this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) guarantee shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time any payment and performance of the Notes are, pursuant to applicable law, on any Obligation is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on of the NotesBanks or the Agent upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Agent or any Bank may have at law or in equity against any Guarantor by virtue hereof, upon failure of the Borrower to pay any Obligation when and as the same shall become due, whether as a “voidable preference”by maturity, “fraudulent transfer” prepayment, acceleration or otherwise, all as though such payment each Guarantor hereby promises to, and will, upon receipt of written demand by the Agent, forthwith pay, or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shallcause to be paid, to the fullest extent permitted by lawAgent in cash the amount of such unpaid Obligations, be reinstated and deemed reduced only thereupon the Agent shall, in a reasonable manner, assign the amount of the Obligations owed to it and paid by such amount paid Guarantor pursuant to this guarantee to such Guarantor, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Guarantor, or make such other disposition thereof as such Guarantor shall direct (all without recourse to the Banks or the Agent and not so rescindedwithout any representation or warranty by the Banks or the Agent). Upon payment by a Guarantor of any sums to the Agent hereunder, reducedall rights of such Guarantor against the Borrower arising as a result thereof shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of all the Obligations; provided, restored however, that, to the extent any right of subrogation which the Guarantor may have pursuant to this Agreement or returnedotherwise would constitute the Guarantor a "creditor" of the Borrower within the meaning of Section 547 of Title 11 of the United States Code as now in effect or hereafter amended, or any comparable provision of any successor statute, the Guarantor hereby irrevocably waives such right of subrogation, reimbursement or contribution.

Guarantees. Subject to this Article TwelveEach of the undersigned (each a “Guarantor” and collectively, each Guarantor if more than one, the “Guarantors”) hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Senior Indenture dated as of February 1, 1996, by and irrevocably guarantees between Phosphate Acquisition Partners L.P., a Delaware limited partnership (as successor to Phosphate Resource Partners Limited Partnership (formerly known as Freeport-McMoRan Resource Partners, Limited Partnership)), as Issuer, and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as Trustee (as amended, restated or supplemented from time to time, the Notes “Indenture”), and obligations subject to the provisions of the Issuer hereunder Indenture, (a) the due and thereunder, and guarantees to each Holder punctual payment of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full Senior Notes, when dueand as the same shall become due and payable, whether at Stated Maturitymaturity, by acceleration or otherwise (including otherwise, the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principalprincipal of, if any, and interest on any overdue interestand, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders of Senior Notes or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; set forth in Article Thirteen of the Indenture, and (2b) in case of any extension of time of payment or renewal of any Senior Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case . The obligations of clauses (1) and (2) above, each Guarantor to the limitation Holders of Senior Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Section 12.04 hereof. Each Guarantor Article Thirteen of the Indenture, and reference is hereby agrees (made to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of Indenture for the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the precise terms and conditions set forth in limitations of this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and All obligations of the Issuer hereunder and thereunderBorrower under the Facilities and, and guarantees to each Holder at the option of the Borrower, under any interest rate protection or other hedging arrangements entered into with the Agent, any Arranger, an entity that is a Note authenticated and delivered by Lender or agent at the Trustee, and to the Trustee for itself and on behalf time of such Holder, that: transaction (1) or on the principal of (and premiumClosing Date, if anyapplicable), or any affiliate of any of the foregoing (“Hedging Arrangements”), or any cash management arrangements with any such person (“Cash Management Arrangements”) and interest on the Notes will be paid in full when due, whether at Stated Maturity, unconditionally guaranteed (the “Guarantees”) by acceleration (i) Redwood Holdings and (ii) each existing and subsequently acquired or otherwise (including the amount that would become due but for the operation organized wholly-owned domestic subsidiary of the automatic stay under Borrower (other than domestic subsidiaries that are subsidiaries of foreign subsidiaries of the Borrower that are “controlled foreign corporations” within the meaning of Section 362(a957(a) of the Bankruptcy LawInternal Revenue Code of 1986, as amended (“CFCs”)) (the “Subsidiary Guarantors” and, together with interest on Redwood Holdings, the overdue principal“Guarantors”), if anysubject to exceptions to be agreed upon, and interest on including, without limitation, (a) unrestricted subsidiaries, (b) immaterial subsidiaries (to be defined in a manner consistent with the Documentation Precedent), (c) any overdue interestsubsidiary that is prohibited by applicable law, rule, regulation or contract (with respect to any contractual restriction, only to the extent lawfulexisting on the Closing Date or the date on which the applicable person becomes a direct or indirect subsidiary of the Borrower and not incurred in contemplation thereof) from guaranteeing the Facilities or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee (unless such consent, approval, license or authorization has been received), (d) any subsidiary that becomes a subsidiary after the Closing Date for which the providing of a Guarantee could reasonably be expected to result in a material adverse tax consequence to the Borrower or one of its subsidiaries as determined in good faith by the Borrower in consultation with the Agent, (e) any subsidiary that owns no material assets other than the equity interests of one or more foreign subsidiaries of the Borrower that are CFCs and/or one or more FSHCOs (a “FSHCO”), and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2f) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1any obligation under any Hedging Arrangement that constitutes a “swap” within the meaning of section 1(a)(947) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validityCommodity Exchange Act, regularity or enforceability any subsidiary of the Notes or this IndentureBorrower that is not an “Eligible Contract Participant” as defined under the Commodity Exchange Act. Notwithstanding the foregoing, subsidiaries may be excluded from the absence of any action to enforce guarantee requirements in circumstances where the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, Borrower and the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants Agent reasonably agree that the Guarantee cost or other consequence of providing such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting excessive in relation to either the Issuer or any Guarantorvalue afforded thereby. For the avoidance of doubt, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each no subsidiaries of the Guarantors, to Target will be acquired by the extent theretofore discharged, shall Borrower or its subsidiaries or will be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the Subsidiary Guarantors other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration than in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such GuarantorAcquired Business. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been madeExh. 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.B-9

Guarantees. (a) Subject to this Article Twelve13, each Guarantor of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon repurchase or otherwise otherwise, and interest, on the overdue principal of and (including to the amount that would become due but for the operation of the automatic stay under Section 362(aextent permitted by law) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, Notes and all other payment or delivery obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect subject to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderapplicable grace period, whether at its Stated Maturitythe Maturity Date, by acceleration, purchase upon repurchase or otherwise, legal proceedings may be instituted by the Trustee on behalf . Failing payment when so due of itself or on behalf of, or byany amount so guaranteed for whatever reason, the Holder of such Note, subject Guarantors will be jointly and severally obligated to pay the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantorsame immediately. Each Guarantor agrees that if, after the occurrence and during the continuance of an An Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy Default with respect to the NotesNotes under this Indenture shall constitute an event of default under the Guarantees, such Guarantor and shall pay entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the Trustee for same extent as the account obligations of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedCompany.

Guarantees. Subject By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article TwelveX, each Guarantor Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself its successors and on behalf of such Holder, assigns that: (1i) the principal of (and of, premium, if any) , and interest and Liquidated Damages, if any, on the Notes will shall be duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principal, premium, if any, Liquidated Damages, if any, and (to the extent permitted by law) interest on any overdue interest, to if any, on the extent lawful, Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 hereof10.5 hereof (collectively, the “Guarantee Obligations”). Each Subject to the provisions of this Article X, each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives and relinquishes: (to the extent permitted by lawa) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Company (each, a proceeding first “Benefitted Party”) to proceed against the Issuer Company, the Subsidiaries or any other PersonPerson or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice and all demands whatsoever and covenants of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee obligation of such Guarantor a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged as to any Note except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in such Noteprincipal, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, Notes and all other costs provided for under this Indenture or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holdersas provided in Article VIII. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or any Guarantorthe Guarantors, or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Issuer Company or any Guarantorthe Guarantors, any amount paid by any of them the Company or the Guarantors to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in 77 full force and effect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Notes and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five VI hereof, such obligations Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject If Securities of or within a series are specified, as contemplated by Section 301, to this Article Twelvebe guaranteed by the Guarantor, each then the Guarantor jointly hereby fully and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note any such Security which is authenticated and delivered by the TrusteeTrustee and to each Holder of any coupon appertaining to any such Security, if any, and to the Trustee for itself and on behalf of each such Holder, that: (1) the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes will be paid in full when due(including, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsdefault, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalinterest on principal and, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) , on overdue interest and including any additional interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture, including, without limitation, the payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 1007 hereof (the "Guarantor Obligations"). In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company. The Guarantor hereby agrees that its obligations Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or enforceability of the Notes any such Security or coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any Holder such Security or coupon appertaining thereto with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer or any other PersonCompany, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall its Guarantees will not be discharged as to any Note except by complete performance of the its obligations contained in any such Note, Security or coupon appertaining thereto and in this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by If the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer any Security or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee coupon appertaining thereto is required by any court or otherwise to return to the Issuer Company or any the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer Company or any the Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security or any coupons appertaining thereto, the Guarantee of each of the GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each the Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor 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, . The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (and (2) in the event of any acceleration coupons appertaining thereto) against the Company in respect of any amounts paid by the Guarantor on account of such obligation as provided in Article Five hereofSecurities or any coupons appertaining thereto or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such obligations right of subrogation until the principal of (whether or not due and payablepremium, if any, on) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee interest, if any, on all Securities of such Guarantorseries shall have been indefeasibly paid in full. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.77

Guarantees. Subject Except as otherwise contemplated by Section 1403 below and subject to this Article TwelveEighteen, each the Guarantor jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note Security authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the due and punctual payment of the principal of (and premiumany premium and interest on and any Additional Amounts, if any) , on such Security and interest on the Notes will be paid in full due and punctual payment of any sinking fund or analogous payments provided for pursuant to the terms of such Security, when dueand as the same shall become due and payable, whether at the Stated Maturity, by acceleration or otherwise (including declaration of acceleration, call for redemption, repayment at the amount that would become due but for the operation option of the automatic stay under Section 362(a) of the Bankruptcy Law)Holder or otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and whether or not such payment is prohibited by the extension or renewalsubordination provisions of Article Seventeen and any and all other amounts owed by the Company to the Trustee under the terms of this Indenture. The Guarantor further unconditionally guarantees to the Trustee the Company's obligations under Section 606 herein. 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, repayment at the option of the Holder or otherwise, subjectand whether or not such payment is prohibited by the subordination provisions of Article Seventeen and as if such payment were made by the Company, however, in the case of clauses (1) and (2) above, subject to the limitation set forth in Section 12.04 hereofArticle Eighteen. Each The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditionalunconditional (subject to Article Eighteen), irrespective of the validity, regularity or enforceability of the Notes such Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Trustee with respect to any provisions hereof thereof or thereof, any release of any other Guarantorthis Indenture (subject to Article Nine), the recovery obtaining of any judgment against the Issuer, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any other Person, protest, notice sinking fund payment required pursuant to the terms of such Security and all demands whatsoever whatsoever, and covenants that the Guarantee of such Guarantor shall Guarantees will not be discharged as to any Note in respect of such Security except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest or Additional Amounts, if any, on such Note Security, or a default in any sinking fund or analogous payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwisereferred to therein, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to on the terms and conditions set forth in this Indenture, directly against each of the Guarantors Guarantor to enforce such Guarantor’s Guarantee the Guarantees without first proceeding against the Issuer or any other GuarantorCompany. Each The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any shall be subrogated to all rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the NotesSecurities of a particular series against the Company in respect of any amounts paid by the Guarantor on account 95 of such Security pursuant to the provisions of the Guarantees or this Indenture; provided, to collect interest on however, that the Notes, or Guarantor shall not be entitled to enforce or exercise to -------- ------- receive any other right payments arising out of, or remedy with respect to the Notesbased upon, such Guarantor right of subrogation until the principal of (and premium, if any) and interest and Additional Amounts, if any, on all Securities of such series issued hereunder shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting paid in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedfull.

Guarantees. Subject to this Article Twelve(a) In consideration of good and valuable consid- eration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally and irrevocably guarantees on a senior subordinated basis (the Notes and obligations of the Issuer hereunder and thereunder, and guarantees "Guarantee") to each Holder of a Note Security authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Securities or the obligations of the Company under this Indenture or the Securities, that: (1w) the principal and premium (if any) of and interest (and premiumLiquidated Damages, if any) and interest on the Notes Securities will be paid in full when due, whether at Stated Maturitythe maturity or interest payment date, by acceleration acceleration, call for redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise otherwise; (including the amount that would become due but for the operation of the automatic stay under Section 362(ax) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or thereunder the Securities will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (2y) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, the same shall they will be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitymaturity, by acceleration, purchase call for redemption, upon an Offer to Purchase or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, legal proceedings may each Guarantor shall be instituted by obligated to pay the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject same before failure so to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of pay becomes an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject Except as otherwise contemplated by Section 1403 below and subject to this Article TwelveEighteen, each the Guarantor jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note Security authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the due and punctual payment of the principal of (and premiumany premium and interest on and any Additional Amounts, if any) , on such Security and interest on the Notes will be paid in full due and punctual payment of any sinking fund or analogous payments provided for pursuant to the terms of such Security, when dueand as the same shall become due and payable, whether at the Stated Maturity, by acceleration or otherwise (including declaration of acceleration, call for redemption, repayment at the amount that would become due but for the operation option of the automatic stay under Section 362(a) of the Bankruptcy Law)Holder or otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and whether or not such payment is prohibited by the extension or renewalsubordination provisions of Article Seventeen and any and all other amounts owed by the Company to the Trustee under the terms of this Indenture. The Guarantor further unconditionally guarantees to the Trustee the Company's obligations under Section 606 herein. 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, repayment at the option of the Holder or otherwise, subjectand whether or not such payment is prohibited by the subordination provisions of Article Seventeen and as if such payment were made by the Company, however, in the case of clauses (1) and (2) above, subject to the limitation set forth in Section 12.04 hereofArticle Eighteen. Each The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes such Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Trustee with respect to any provisions hereof thereof or thereof, any release of any other Guarantorthis Indenture, the recovery obtaining of any judgment against the Issuer, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any other Person, protest, notice sinking fund payment required pursuant to the terms of such Security and all demands whatsoever whatsoever, and covenants that the Guarantee of such Guarantor shall Guarantees will not be discharged as to any Note in respect of such Security except by complete performance of the obligations contained in such Note, Security and in this Indenture and such Guaranteeguarantee. Each The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest or Additional Amounts, if any, on such Note Security, or a default in any sinking fund or analogous payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwisereferred to therein, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to on the terms and conditions set forth in this Indenture, directly against each of the Guarantors Guarantor to enforce such Guarantor’s Guarantee the Guarantees without first proceeding against the Issuer or any other GuarantorCompany. Each The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any shall be subrogated to all rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the NotesSecurities of a particular series against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of the Guarantees or this Indenture; provided, to collect interest on however, that the Notes, or Guarantor shall -------- ------- not be entitled to enforce or exercise to receive any other right payments arising out of, or remedy with respect to the Notesbased upon, such Guarantor right of subrogation until the principal of (and premium, if any) and interest and Additional Amounts, if any, on all Securities of such series issued hereunder shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting paid in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedfull.

Guarantees. Subject to this Article TwelveCJM, each Guarantor jointly Milpo and VMZ hereby, jointly, severally, fully, absolutely and unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees guarantee on an unsecured basis to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) and for itself and the Paying Agents, the due and punctual payment of the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(aany Additional Amounts) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, such Note and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performedunder this Indenture, all in accordance with the terms hereof when and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, as the same shall be paid in full when become due and payable, whether at the Stated Maturity or performed by acceleration, redemption, purchase or otherwise, in accordance with the terms of such Note and of this Indenture. In case of the extension or renewalfailure of the Issuer punctually to make any such payment, each of the Guarantors 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 acceleration, by acceleration call for redemption, purchase or otherwise, subjectand as if such payment were made by the Issuer. The Guarantees constitute unconditional and unsubordinated obligations of each of the Guarantors that will at all times rank at least equally with all other present and future unsecured senior obligations of each such Guarantor, however, in the case except for any obligations that may be preferred by provisions of clauses (1) law that are both mandatory and (2) above, to the limitation set forth in Section 12.04 hereofof general application. Each Guarantor of the Guarantors hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action to enforce the same, any release or amendment or waiver of any term of any other guarantee of, or any consent to depart from any requirement of any other guarantee, of all or any of the Notes, any waiver or consent by the Holder of any Holder Note or by the Trustee with respect to any provisions hereof thereof or thereof, any release of any other Guarantorthis Indenture, the recovery obtaining of any judgment against the Issuer, Issuer 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. Each Guarantor of the Guarantors hereby waives notice of the acceptance of its Guarantee and of any of the obligations under this Indenture or the Notes (the “Obligations”) or of the accrual thereof, and further waives presentment, protest, notice or demand. This is a continuing guarantee and is a guarantee of payment and not of collection, and each of the Guarantors waives any right to require the extent permitted Holders to initiate collection proceeds or otherwise enforce payment of the Obligations or any security or other guarantee therefore before obtaining payment hereunder. The Guarantees shall continue to be in effect or be reinstated, as the case may be, if at any time (i) any payment in respect of any of the Obligations is rescinded or must otherwise be returned by lawthe Holders, whether by reason of the insolvency, bankruptcy, receivership, reorganization or liquidation of the Issuer or any Guarantor or any other obligor or otherwise, all as though such payment had not been made or (ii) a Substituted Issuer, as defined in Section 13.1, assumes the Issuer’s obligations under the Notes pursuant to Article XIII hereof. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer Issuer, protest or notice with respect to any other Person, protest, notice Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenants, that the Guarantee of such Guarantor shall not these Guarantees will be discharged as to in respect of any Note except by complete performance of the obligations contained in such Note, this Indenture Note and such Guarantee. Each Guarantor acknowledges that in the Guarantee is a guarantee of payment, performance and compliance when due and not of collectionGuarantees. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, Maturity or by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indentureindenture, directly against each any or all of the Guarantors to enforce such Guarantor’s Guarantee the Guarantees without first proceeding against the Issuer or any other GuarantorIssuer. Each Guarantor of the Guarantors agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the Notes, to collect interest on the Notes, Notes or to enforce or exercise any other right or remedy with respect to the Notes, such or the Trustee or the Holders are prevented from taking any action to realize on any collateral, each of the Guarantor shall agrees to pay to the Trustee for the account of the HolderHolders, upon demand therefortherefore, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder No provision of the Guarantees, Notes or of this Indenture shall alter or impair the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each Guarantees of the Guarantors, to of which the extent theretofore dischargedGuarantees are absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest (and Additional Amounts, if any) on the Note and the obligation under this Indenture upon which each Guarantee is endorsed. Each of the Guarantors shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and subrogated to all rights of the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for Notes upon which its Guarantee is endorsed against the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration Issuer in respect of any amounts paid by each of the obligations guaranteed hereby, and (2) in the event of any acceleration Guarantors on account of such obligation as provided in Article Five hereofNote pursuant to the provisions of the Guarantees or this Indenture; provided, however, that none of the Guarantors shall be entitled to enforce or to receive any payments arising out of, or based upon, such obligations right of subrogation until the principal of (whether or not due and payablepremium, if any) and interest (and Additional Amounts, if any) on all Notes issued hereunder shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantorhave been paid in full. Each Guarantee The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the obligations under the Notes areis, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, ,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Each of the Guarantors hereby irrevocably waives all benefits set forth in the following provisions of the Brazilian law: articles 333, sole paragraph, 366, 368, 827, 829, sole paragraph, 830, 834, 835, 837 and 838 of the Brazilian Civil Code and articles 130 and 794 of the Brazilian Civil Procedure Code. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under the Guarantee by reason of his, her or its status as such stockholder, officer, director, employer or incorporator.

Guarantees. Subject to this Article Twelve(a) Foundation Labs hereby, each Guarantor jointly and severallyseverally with the other Guarantors, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf the other Noteholder Secured Parties and their respective successors and assigns, irrespective of such Holderthe validity and enforceability of the Indenture, thatthe Notes, the other Note Documents or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties hereunder or thereunder: (1a) (x) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and interest on any the Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue interest, principal and (to the extent lawfulpermitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the Issuer other Guarantors (including under the Note Guarantees) under the Note Documents, in each case, to the Holders Holders, the Trustee or the Trustee other Noteholder Secured Parties hereunder or thereunder will be paid in full (including amounts due the Trustee or performedthe Noteholder Collateral Agent under Section 7.07 or Section 10.13, respectively, of the Indenture), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall be paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subject, however, in or failing performance of any other obligation of the case of clauses (1) and (2) above, Issuer to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to Holders under the extent permitted by applicable law) that its obligations hereunder shall be unconditionalIndenture, irrespective of the validity, regularity or enforceability of under the Notes or this under the other Note Documents, for whatever reason, Foundation Labs shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Default under the Indenture, the absence Notes or the other Note Documents shall constitute an event of any action default under the Note Guarantees, and shall entitle the Holders of Notes to enforce accelerate the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release obligations of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce Foundation Labs thereunder in the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (manner and to the same extent permitted by law) as the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy obligations of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article TwelveSection 1.1. Each New Guarantor hereby, each Guarantor jointly and severallyin compliance with Section 4.19 of the Indenture, unconditionally and irrevocably guarantees Guarantees the Notes and obligations of the Issuer hereunder Company under the Indenture and thereunderthe Notes in the manner specified in Section 11.01 of the Indenture on a subordinated basis as provided in Article XII of the Indenture, and guarantees to each Holder of becomes a Note authenticated and delivered by the Trustee, and party to the Trustee for itself Indenture as a Guarantor, in each case subject to all of the rights, obligations and on behalf of such Holder, that: (1) the principal of (other provisions and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise limitations (including the amount that would become due but for the operation of the automatic stay under Section 362(arelease provisions) of the Bankruptcy Law)Indenture relating to Guarantors. Without limiting the foregoing, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with Section 4.19 of the terms hereof Indenture, each Guarantee of each New Guarantor shall be, and thereof; hereby is, limited in amount to an amount not to exceed the maximum amount that can be guaranteed by such New Guarantor without rendering such Guarantee, as it relates to such New Guarantor, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or other similar laws affecting the rights of creditors generally. In addition, without limiting the foregoing, in accordance with Section 4.19 of the Indenture (and (2) without limitation as to the other release provisions set forth in case of any extension of time of payment or renewal of any Notes or of any such other obligationsthe Indenture), the same each Guarantee by a New Guarantor shall be paid automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon (i) the unconditional release of such New Guarantor from its liability in full when due respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the first paragraph of Section 4.19 of the Indenture, or performed (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company, of all of the Company’s Capital stock in, or all or substantially all of the assets of, such New Guarantor; provided that (a) such sale or disposition of such Capital Stock or such assets is otherwise in accordance compliance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2b) in the event of any acceleration such assumption, guarantee or other liability of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable New Guarantor has been released by each Guarantor for the purpose holders of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 other Indebtedness so rescinded, reduced, restored or returnedguaranteed.

Guarantees. Subject to this Article Twelve(a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally and irrevocably guarantees on a senior subordinated basis (the Notes and obligations of the Issuer hereunder and thereunder, and guarantees “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Securities or the obligations of the Issuer under this Indenture or the Securities, that: (1w) the principal and premium (if any) of and interest (and premiumLiquidated Damages, if any) and interest on the Notes Securities will be paid in full when due, whether at Stated Maturitythe maturity or interest payment date, by acceleration acceleration, call for redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise otherwise; (including the amount that would become due but for the operation of the automatic stay under Section 362(ax) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder under this Indenture or thereunder the Securities will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (2y) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, the same shall they will be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitymaturity, by acceleration, purchase call for redemption, upon an Offer to Purchase or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, legal proceedings may each Guarantor shall be instituted by obligated to pay the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject same before failure so to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of pay becomes an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject Each Guarantor shall, on the date it executes and delivers a Guarantee hereunder, have the full corporate power, authority and capacity to this Article Twelveexecute and deliver such Guarantee and to perform all of its obligations to be performed thereunder; all corporate and other acts, conditions and things required to be done and performed or to have occurred prior to such execution and delivery to constitute such Guarantee as a valid and legally binding obligation of such Guarantor enforceable in accordance with its terms shall have been done and performed and shall have occurred in due compliance with all Laws; on the date of such execution and delivery, the execution, delivery and performance of such Guarantee by such Guarantor will not (i) violate any Law or the charter or bylaws of such Guarantor, or (ii) result in a breach of, a default under (including, without limitation, any event which with notice or lapse of time, or both, would constitute a breach of or a default under), or the creation of any Lien on the properties or assets of such Guarantor, the Borrower or any other Subsidiary of the Borrower under any Contractual Obligation of such Guarantor or the Borrower or any other Subsidiary of the Borrower (other than Permitted Liens); on the date of such execution and delivery, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated Guarantee executed and delivered by the Trusteea Guarantor shall constitute legal, valid, binding and to the Trustee for itself and on behalf unconditional obligations of such HolderGuarantor, that: (1) the principal of (and premiumenforceable in accordance with its terms, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, except to the extent lawfulthat the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); and all other obligations the foregoing representations and warranties of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same Borrower shall be paid in full deemed for all purposes to have been made on each date when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations a Guarantee is delivered hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect solely to any provisions hereof or thereof, any release of any other Guarantor, that Guarantee and the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and so issuing such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors hereby jointly and severally, irrevocably and unconditionally and irrevocably guarantees guarantee, on an unsubordinated secured basis, the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee and Notes Collateral Agent for itself themselves and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, expenses, indemnification and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the its Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Parent and the Company shall each use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective as of the Separation Date, terminate or cause a member of the Lithium Group to be substituted in all respects for a member of the Parent Group with respect to, and for the members of the Parent Group, as applicable, to be otherwise removed or released from, all obligations of any member of the Lithium Group under each guarantee, indemnity, surety bond, letter of credit or letter of comfort (each, a “Guarantee”), given or obtained by any member of the Parent Group for the benefit of any member of the Lithium Group or the Lithium Business (including any Guarantee of any Environmental Liability), other than the Guarantees listed on Schedule ‎5.05. Subject to this Article Twelveany applicable terms of Schedule ‎5.05, each Guarantor jointly if Parent and severallythe Company have been unable to effect any such substitution, unconditionally removal, release and irrevocably guarantees the Notes and obligations termination with respect to any such Guarantee as of the Issuer hereunder and thereunderSeparation Date, and guarantees to each Holder of a Note authenticated and delivered by then, following the TrusteeSeparation Date, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of parties shall cooperate to effect such substitution, removal, release and termination as soon as reasonably practicable after the Separation Date, (b) the Company and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation members of the automatic stay under Section 362(a) Lithium Group shall, from and after the Separation Date, indemnify against, hold harmless and promptly reimburse the members of the Bankruptcy Law), together with interest on Parent Group for any payments made by members of the overdue principal, if any, Parent Group and interest on for any overdue interest, to the extent lawful, and all other obligations Liabilities of the Issuer to members of the Holders Parent Group arising out of, or the Trustee hereunder in performing, in whole or thereunder will be paid in full or performedpart, all any performance obligation in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of underlying obligation under any such other obligationsGuarantee (including, for the same shall be paid in full when due or performed in accordance with the terms avoidance of the extension or renewaldoubt, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation any Guarantee set forth in Section 12.04 hereof. Each Guarantor hereby agrees on Schedule ‎5.05) (except to the extent permitted the performance obligation under any such Guarantee shall have been triggered solely by applicable law) that its obligations hereunder shall be unconditional, irrespective an act or failure to act of the validityapplicable guarantor (rather than the underlying obligor)), regularity or enforceability and (c) without the prior written consent of an officer of Parent who is not also an officer of the Notes Company or this Indentureany member of the Lithium Group, no member of the absence of Lithium Group may renew, extend the term of, increase any action obligations under, or transfer to enforce the samea third Person, any waiver Liability for which any member of the Parent Group is or consent by might be liable pursuant to an applicable Guarantee (including, for the avoidance of doubt, any Holder Guarantee set forth on Schedule ‎5.05) unless such Guarantee, and all applicable obligations of the members of the Parent Group with respect thereto, are thereupon terminated pursuant to any provisions hereof or thereof, any release of any other Guarantor, documentation reasonably acceptable to Parent; provided that the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives foregoing clause (to the extent permitted by lawc) the benefits of diligence, presentment, demand for payment, filing of claims with a court shall not apply in the event of insolvency or bankruptcy the members of the Issuer, any right Lithium Group obtain a letter of credit from a financial institution reasonably acceptable to require a proceeding first against the Issuer or any other Person, protest, notice Parent and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part Parent with respect to such Liabilities 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 Parent Group in respect 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, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantee the Notes Securities and obligations of the Issuer Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note Security authenticated and delivered by the TrusteeTrustee in accordance with the terms hereof, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of and interest (and premiumincluding contingent interest, if any) and interest any on the Notes Securities will be paid in full when due, whether at Stated Maturity, by acceleration acceleration, redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest (including contingent interest, if any on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes Securities or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration redemption or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor The Guarantors hereby agrees (to the extent permitted by applicable law) agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor The Guarantors hereby waives waive (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note Security except by complete performance of the obligations contained in such NoteSecurity, this Indenture and such Guarantee. Each Guarantor acknowledges The Guarantors acknowledge that the Guarantee is Guarantees are a guarantee of payment, performance and compliance when due payment and not of collection. Each of the The Guarantors hereby agrees agree that, in the event of a default in payment of principal (or premiuminterest including contingent interest, if any) or interest any on such Note or in payment of any other obligations hereunderSecurity, whether at its Stated Maturity, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the NotesSecurities, to collect interest on the NotesSecurities, or to enforce or exercise any other right or remedy with respect to the NotesSecurities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees that, that as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article TwelveThirteen, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesSecurities, 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, for the Notes purposes of the amounts due under the Guarantees, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The form of Guarantee is attached hereto as Exhibit A-2.

Guarantees. Subject to this Article Twelve(a) Each Guarantor, each Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holderholder, that: that (1i) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at the Stated MaturityMaturity of the Notes, a Redemption Date, a Change in Control Repurchase Date or an Optional Repurchase Date, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the any automatic stay under Section 362(a) provision of the any Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders holders or the Trustee hereunder or thereunder will be paid in full or performedperformed or observed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall will be paid in full when due or performed or observed in accordance with the terms of the extension or renewal, whether at the Stated MaturityMaturity of the Notes, a Redemption Date, a Change in Control Repurchase Date or an Optional Repurchase Date, by acceleration or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 14.03 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder holder of Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. (a) Subject to this Article TwelveSection 25.2, each Guarantor of the Guarantors jointly and severallyseverally unconditionally guarantees to each Holder, unconditionally irrespective of the validity and irrevocably guarantees enforceability of the other provisions of this Facility Agreement, or of the Finance Documents, the Notes and the obligations of the Issuer Company hereunder and or thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1i) the principal of (and premium, if any) and interest (as calculated for purposes of this Section 25 in accordance with the provisions set forth in Section 6.1 and 6.2(b)) on the Notes will and any Additional Amounts shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, redemption or otherwise otherwise, and (including to the amount that would become due but for the operation of the automatic stay under Section 362(aextent permitted by law) of the Bankruptcy Law), together with interest on the overdue principalprincipal of and interest on the Notes and any Additional Amounts (including all reasonable costs of collection and enforcement thereof and interest thereon which would be owing by the Company but for the effect of any bankruptcy law, if any, and interest on any overdue interest, to the extent lawful), and all other obligations of the Issuer Company to the Holders or under the Trustee hereunder or thereunder will Finance Documents shall be promptly paid in full when due or performed, all in accordance with the terms hereof and thereofof the Finance Documents; and (2ii) in case of any extension of time of payment or renewal of any Notes Notes, or the issuance of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the their terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitystated maturity, by acceleration, purchase redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf . Failing payment when due of itself or on behalf of, or byany amount so guaranteed for whatever reason, the Holder Guarantors shall be jointly and severally and unconditionally obligated to pay the same immediately whether or not such failure to pay has become an Event of such Note, subject Default that could cause acceleration pursuant to the terms and conditions set forth in this Indenture, directly against each Section 6.02 (Acceleration) of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other GuarantorSchedule 5 hereto. Each Guarantor agrees that if, after the occurrence and during the continuance this is a continuing guarantee of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance not merely a guarantee 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, 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 returnedcollection.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors hereby jointly and severallyseverally irrevocably and unconditionally guarantee, unconditionally and irrevocably guarantees on an unsubordinated basis, the Notes and obligations of the Issuer Co-Issuers hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Co-Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to Holdings, in consideration of the Purchasers entering into this Article Twelve, each Guarantor jointly Agreement and severallypurchasing Notes, unconditionally and irrevocably guarantees to the Purchaser and each and every holder from time to time of any of the Notes the due and punctual payment of all sums which may become due or be stated in the Notes or in this Agreement to become due under the terms and provisions of the Notes and obligations this Agreement in respect of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principalprepayment charge, if any, and interest on the Notes (including interest on any overdue interestprincipal, to the extent lawfulprepayment charge, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performedif any, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsand, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall , on any overdue interest), whether at stated maturity, by acceleration, by notice of prepayment or otherwise, and all other sums which may become due from the Borrower or be unconditional, irrespective of the validity, regularity stated to be or enforceability of become so due under the Notes or this IndentureAgreement. Holdings further guarantees to the Purchasers and each holder as aforesaid the due performance and observance by the Borrower of all covenants, agreements and conditions on the absence of any action Borrower’s part to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of be performed under this Agreement and any other Guarantordocument from time to time delivered by the Borrower pursuant to this Agreement. Holdings further guarantees to the Purchasers and each holder as aforesaid payment of all other amounts payable by the Borrower under this Agreement or the Notes, including costs, expenses (including fees and expenses of counsel) and taxes (such principal, prepayment charge, if any, interest and other obligations guaranteed as aforesaid being hereinafter collectively called the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (“Obligations”) and to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, lawful agrees to pay any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever expenses (including fees and covenants that the Guarantee expenses of such Guarantor shall not be discharged as to counsel) incurred by each holder of any Note except by complete performance of the obligations contained in such Note, enforcing any rights in connection with this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedSection.

Guarantees. Subject to this Article Twelve, each Guarantor Each of the undersigned (the "Guarantors") hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture dated as of September 29, 2003 by and irrevocably guarantees among Seminis Vegetable Seeds, Inc., a California corporation, as issuer (the Notes "Company"), the Guarantors party thereto and obligations Wells Fargo Bank, National Association, as Trustee (as amended, restatxx xx supplemented from time to time, the "Indenture"), and subject to the provisions of the Issuer hereunder Indenture, (a) the due and thereunderpunctual payment of the principal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; set forth in Article Ten of the Indenture, and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the account precise terms and limitations of this Guarantee. Each Holder of the HolderNote to which this Guarantee is endorsed, upon demand thereforby accepting such Note, the amount that would otherwise have been due agrees to and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of bound by such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantorprovisions. Each Guarantee shall remain in full force be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor after giving effect to all of its other contingent and effect and continue fixed liabilities without rendering such Guarantee, as it relates to be effective should any petition be filed by such Guarantor, voidable under applicable law relating to fraudulent conveyance or against fraudulent transfer or similar laws affecting the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit rights 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, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been madegenerally. 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 Capitalized terms used herein and not so rescinded, reduced, restored or returned.otherwise defined have the meanings set forth in the Indenture. [Signatures on Following Pages]