Common use of Guaranties Clause in Contracts

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally (i) From the date that is 90 days after the Closing Date, the payment and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder and to performance of the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Borrower under this Supplemental Indenture Agreement shall be guaranteed by each direct or indirect existing or future wholly-owned Subsidiary of the Borrower that guarantees (A) any Borrowed Debt of Allergan or any of its Subsidiaries (other than the Specified Allergan Debt and other than any intercompany Borrowed Debt owed to another member of the Consolidated Group), so long as the aggregate principal amount of such guaranteed Borrowed Debt issued by any such Person exceeds $3,000,000,000 or (B) (x) the Borrower’s obligations under the Existing Credit Agreement, (y) the Borrower’s obligations under the Existing Public Notes and/or (z) the Borrower’s obligations under any other Borrowed Debt, that is outstanding for clauses (x) - (z) in an aggregate committed (with respect to clause (x) above) and principal (with respect to clauses (y) and (z) above) amount of at least $2,000,000,000, in each case pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Administrative Agent and the Securities Borrower and (b) governed by the full and punctual performance within applicable grace periods of all other obligations laws of the Company State of New York, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and each such Subsidiary executing and delivering a Guaranty, a “Guarantor” and collectively the “Guarantors”); provided that no such Guaranty by a Foreign Subsidiary shall be required under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest Section 5.01(n) to the Company extent the provision of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by such Guaranty would (1) give rise to a material adverse tax consequence to the failure Borrower or any of its direct or indirect Subsidiaries or any of its shareholders (including any tax consequences resulting from the application of Section 956 of the Internal Revenue Code) or (2) otherwise be prohibited by applicable law (or, with respect to any temporary restrictions, including limitations imposed under financial assistance rules or similar local laws, unless and until such temporary restrictions have been removed) or requires the approval or consent of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company governmental authority or any other Person that is not a member of the Consolidated Group or that would cause a default or event of default (including any Subsidiary Guarantoror similar events) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership Debt of such Subsidiary Guarantor. Each Subsidiary Guarantor Subsidiary; provided, further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of relevant Guarantor shall use reasonable efforts to overcome any such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction prohibition or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, restriction and (ii) in to the event extent the provision of any declaration Guaranty would be limited (though not prohibited) under the laws of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indentureany application jurisdiction, such Guaranteed Obligations Guaranty shall only be provided subject to such limitations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes in each case of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses clause (including reasonable attorneys’ fees and expenses) incurred i), as determined in good faith by the Trustee or any Securityholder Borrower in enforcing any rights under this Section 3.01consultation with the Administrative Agent) (the guarantee requirements above, after giving effect to all limitations set forth therein, the “Guarantee Requirements”).

Guaranties. Each Subsidiary Guarantor hereby unconditionally and ---------- irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 Section 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyObligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyAs credit support for the Obligations, on a senior unsecured basis to or before the Closing Date, the Westcor Guarantors, the Wilmorite Guarantors and the Affiliate Guarantors shall each Securityholder execute and deliver to the Trustee Administrative Agent, for the benefit of the Lenders, a Subsidiary Guaranty. Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary thereof, in the event at the time of acquisition the principal Property comprising such Project is unencumbered by any Lien in respect of Borrowed Indebtedness (an “Unencumbered Property”), and there is no Financing with respect to such Unencumbered Property within ninety (90) days of its successors and assigns acquisition, such Person, if such Person is not already a Guarantor (each a “Supplemental Guarantor”), shall: (a) execute and deliver to the full and punctual payment of principal of and interest on Administrative Agent, for the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations benefit of the Company under this Lenders, a Guaranty in the form of Exhibit G hereto pursuant to which such Supplemental Indenture and Guarantor will unconditionally guarantee the Securities and Obligations from time to time owing to the Lenders, (b) the full execute and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith paydeliver, or cause to be paid, in cashexecuted and delivered, to the Securityholders Administrative Agent such other documents or legal opinions required by the Trustee an amount equal Administrative Agent confirming the authorization, execution and delivery and enforceability (subject to the sum of (Acustomary exceptions) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of Guaranty by such Subsidiary Supplemental Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iic) in deliver copies of its Organizational Documents, certified by the event Secretary or an Assistant Secretary of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon the Disposition of any declaration Affiliate Guarantor or Supplemental Guarantor or the Disposition or Financing of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable all Unencumbered Property owned by such Subsidiary Affiliate Guarantor for or Supplemental Guarantor, the purposes of this Section. Each Subsidiary Guarantor also agrees Administrative Agent shall release the guaranty executed by such Person pursuant to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.014.1.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 Section 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyObligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this Third Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this Third Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Original Indenture, this Third Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Original Indenture, this Third Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Third Supplemental Indenture Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 3.02 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture, this Third Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 Article VI of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article VI of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this SectionSection 10.01. Third Supplemental Indenture Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.0110.01.

Guaranties. Each Subsidiary Subject to this Article Ten, each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder of the applicable series of Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities such Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Supplemental Indenture and the Securities such Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Supplemental Indenture and the Securities such Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Subject to Section 6.06 hereof, each Guarantor waives waives, to the extent permitted by applicable law, (i) presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives Obligations, (ii) notice of protest for nonpayment. Each Subsidiary Guarantor waives nonpayment and (iii) notice of any default under the Securities any Notes of any series or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities any Notes of any series or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities any Notes of any series or any other agreement; (4) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.01(B), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities any Notes of any series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, and (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary ). Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash or Cash Equivalents of the Company to the Securityholders and the Trusteeall Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article Six for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to shall pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of acceleration, notice of intent to accelerate and notice of protest for nonpayment. Each Subsidiary Subject to Section 6.01, each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by by: (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly Each Guaranty is, to the extent and in the manner set forth in Sections 3.02 Article 12, subordinated and 3.06, subject in right of payment to the obligations prior payment in full of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or and premium, if any, and interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations Senior Indebtedness of the Company Guarantor giving such Guaranty and each Guaranty is made subject to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity such provisions of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.this

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article Three II notwithstanding any extension or renewal of any Guaranteed Obligation. Each The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each the Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental the Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental the Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.062.06, any change in the ownership of such the Subsidiary Guarantor. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. This Subsidiary Guaranty is, to the extent and in the manner set forth in Article III, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor and is made subject to such provisions of the Indenture. Except as expressly set forth in Sections 3.02 Section 8.01(b) of the Indenture and 3.06Section 2.02 and 2.06 herein, the obligations of each the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each The Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article III. The Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 Article 6 of the Indenture for the purposes of such this Subsidiary Guarantor’s Subsidiary Guaranty hereinGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this Section. Each The Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each The payment and performance of the Obligations, Hedging Liability, and Bank Product Obligations shall at all times be guaranteed by the Parent and each direct and indirect wholly-owned Domestic Subsidiary Guarantor hereby unconditionally of the Borrowers pursuant to Section 12 hereof or pursuant to one or more guaranty agreements in form and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder and substance reasonably acceptable to the Trustee Administrative Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and its successors collectively the “Guaranties” and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations each of the Company under Parent and each such wholly-owned Domestic Subsidiary executing and delivering this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Agreement as a Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any wholly-owned Domestic Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 12 hereof) or a separate Guaranty being referred to herein as a “Guarantor) under this Supplemental Indenture, ” and collectively the Securities or any other agreement or otherwise“Guarantors”); provided that (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6a) except as set forth in Section 3.068.27 hereof, an Immaterial Subsidiary shall not be required to become a party to the Loan Documents as a Subsidiary Guarantor, (b) any change Subsidiary (as identified in a written notice to the Administrative Agent on or prior to the date hereof) that is prohibited by any contractual obligation existing on the Closing Date from guaranteeing the Obligations, Hedging Liability and Bank Product Obligations 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 (provided that the Borrowers and the applicable Subsidiaries shall only be required to expend commercially reasonable efforts to get any such consent, approval, license or authorization but in any event shall not be required to expend any funds in relation to obtaining any of the foregoing) or which would result in a material adverse tax consequence to the Borrowers or one of their respective Subsidiaries, as reasonably determined in good faith by the Borrowers, shall not be required to be a Subsidiary Guarantor hereunder and (c) any Subsidiary where the burden or cost of obtaining a guarantee from such Subsidiary outweighs the benefit to the Lenders, as determined in the ownership reasonable discretion of such Subsidiary Guarantor. Each the Administrative Agent shall not be required to be a Subsidiary Guarantor further agrees that its hereunder, and (d) no Excluded Subsidiary Guaranty herein constitutes shall be required to be a guarantee of payment, performance and compliance when due (and not Subsidiary Guarantor hereunder. Any Domestic Subsidiary becoming a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except Subsidiary Guarantor shall at all times thereafter remain a Guarantor except as expressly otherwise set forth in Sections 3.02 and 3.06, the obligations of each Section 12.3(b). Any Domestic Subsidiary that ceases to be an Immaterial Subsidiary shall be required to become a Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason within ten (10) Business Days of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any occurrence thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guaranteesIf in connection with any financing or refinancing relating solely to any Non-Rental Pool Property or the acquisition thereof that is obtained by the Partnership or any Subsidiary, jointly and severallyany Lender requires any guaranty of non-recourse carve-outs (a “Non-Recourse Guaranty”) and/or environmental indemnity (an “Environmental Indemnity”), JVP (or a credit-worthy Affiliate acceptable to the Lender) shall provide any such guaranty and/or indemnity, provided the form of such guaranty and/or indemnity is reasonably acceptable to JVP. Except as provided in the preceding sentence, none of the Partnership, the General Partner, JVP or Starwood shall be obligated to issue any guaranties or indemnities in connection with any financing or refinancing relating to the Property or the acquisition thereof, including without limitation, any completion guaranty or payment guaranty. Either a Partner or an Affiliate of such Partner may, on a senior unsecured case by case basis and in its sole judgment, but subject to each Securityholder obtaining the written approval of the General Partner, Starwood and JVP, elect to provide credit enhancement for any financing or refinancing obtained by, or other obligation of, the Partnership or any Subsidiary in the form of guaranties, indemnifications, pledges of collateral or letters of credit to the Trustee provider of such loan or financing or the Person to whom such obligation is owed (a “Lender”), in each case to secure certain obligations of the Partnership or any Subsidiary (any such approved credit enhancement, shall be collectively to as “Credit Enhancement”). Credit Enhancement shall not include a Non-Recourse Guaranty or Environmental Indemnity required pursuant to the first sentence of this Section 9.14. To the extent Starwood or an Affiliate of Starwood elects to provide Credit Enhancement, JVP shall have the right but not the obligation to provide such Credit Enhancement with Starwood on a pro rata basis (based on the respective Percentage Interests of Starwood and its successors and assigns JVP). If at any time, (a) the full and punctual payment JVP or an Affiliate of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption JVP has provided a Non-Recourse Guaranty or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and an Environmental Indemnity or (b) the full and punctual performance within applicable grace periods a Partner or an Affiliate of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee Partner has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, provided Credit Enhancement (i) in the maturity form of a guaranty or indemnification (that is not a Non-Recourse Guaranty or Environmental Indemnity) where funds are paid to the Guaranteed Obligations hereby may be accelerated as provided Lender thereunder or costs are incurred in Section 5.1 of connection with the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty hereinenforcement thereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event form of any declaration a pledge of acceleration collateral where such collateral is applied by the Lender or costs are incurred in connection with the enforcement thereof, or (iii) in the form of a letter of credit where such letter of credit is drawn upon or costs are incurred in connection with the enforcement thereof, provided, in each case above, such payment, application or draw is not incurred in connection with the fraud, gross negligence or intentional misconduct of such Guaranteed Obligations as provided Partner or an Affiliate of such Partner, then such Partner shall be deemed to have made a loan to the Partnership in the amount of such payment, application or draw (any such loan, a “Credit Enhancement Loan”), which shall bear interest at the Default Loan Rate from the date advanced until repaid and shall be repaid on a priority basis from 100% of Distributions and shall have priority over all other payments or distributions payable to the Partners hereunder. If any Credit Enhancement Loan is made under this Section, the Partner who has made such loan shall have the unilateral right to issue a funding notice to the Partners to repay such loan and, within twenty (20) days after receipt of such notice, each Partner shall make a Capital Contribution equal to the Credit Enhancement Loan multiplied by its Percentage Interest (subject in JVP’s case to the JVP Legacy Cap and the JVP New Tranche Cap). If any Partner fails to make a Capital Contribution required under this Section, then the non-failing Partner shall have the remedies set forth in Section 5.1 5.2(b). To the extent any payment is required under either a Non-Recourse Guaranty or Environmental Indemnity and such payment is incurred in connection with the fraud, gross negligence or intentional misconduct of JVP or an Affiliate of JVP, the Indenture, such Guaranteed Obligations (whether or JVP Legacy Cap and the JVP New Tranche Cap shall not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01be applicable.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of acceleration, notice of intent to accelerate and notice of protest for nonpayment. Each Subsidiary Subject to Section 6.01, each Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by by: (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against 91 any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this SectionSection 11.01. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.0111.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guaranteesIf in connection with any financing or refinancing relating solely to any Non-Rental Pool Property or the acquisition thereof that is obtained by the Partnership or any Subsidiary, jointly and severallyany Lender requires any guaranty of non-recourse carve-outs (a “Non-Recourse Guaranty”) and/or environmental indemnity (an “Environmental Indemnity”), JVP (or a credit-worthy Affiliate acceptable to the Lender) shall provide any such guaranty and/or indemnity, provided the form of such guaranty and/or indemnity is reasonably acceptable to JVP. Except as provided in the preceding sentence, none of the Partnership, the General Partner, JVP or Starwood shall be obligated to issue any guaranties or indemnities in connection with any financing or refinancing relating to the Property or the acquisition thereof, including without limitation, any completion guaranty or payment guaranty. Either a Partner or an Affiliate of such Partner may, on a senior unsecured case by case basis and in its sole judgment, but subject to each Securityholder obtaining the written approval of the General Partner, Starwood and JVP, elect to provide credit enhancement for any financing or refinancing obtained by, or other obligation of, the Partnership or any Subsidiary in the form of guaranties, indemnifications, pledges of collateral or letters of credit to the Trustee provider of such loan or financing or the Person to whom such obligation is owed (a “Lender”), in each case to secure certain obligations of the Partnership or any Subsidiary (any such approved credit enhancement, shall be collectively to as “Credit Enhancement”). Credit Enhancement shall not include a Non-Recourse Guaranty or Environmental Indemnity required pursuant to the first sentence of this Section 9.14. To the extent Starwood or an Affiliate of Starwood elects to provide Credit Enhancement, JVP shall have the right but not the obligation to provide such Credit Enhancement with Starwood on a pro rata basis (based on the respective Percentage Interests of Starwood and its successors and assigns JVP). If at any time, (a) the full and punctual payment JVP or an Affiliate of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption JVP has provided a Non-Recourse Guaranty or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and an Environmental Indemnity or (b) the full and punctual performance within applicable grace periods a Partner or an Affiliate of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee Partner has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, provided Credit Enhancement (i) in the maturity form of a guaranty or indemnification (that is not a Non-Recourse Guaranty or Environmental Indemnity) where funds are paid to the Guaranteed Obligations hereby may be accelerated as provided Lender thereunder or costs are incurred in Section 5.1 of connection with the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty hereinenforcement thereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event form of any declaration a pledge of acceleration collateral where such collateral is applied by the Lender or costs are incurred in connection with the enforcement thereof, or (iii) in the form of a letter of credit where such letter of credit is drawn upon or costs are incurred in connection with the enforcement thereof, provided, in each case above, such payment, application or draw is not incurred in connection with the fraud, gross negligence or intentional misconduct of such Guaranteed Obligations as provided Partner or an Affiliate of such Partner, then such Partner shall be deemed to have made a loan to the Partnership in the amount of such payment, application or draw (any such loan, a “Credit Enhancement Loan”), which shall bear interest at the Default Loan Rate from the date advanced until repaid and shall be repaid on a priority basis from 100% of Distributions and shall have priority over all other payments or distributions payable to the Partners hereunder. If any Credit Enhancement Loan is made under this Section, the Partner who has made such loan shall have the unilateral right to issue a funding notice to the Partners to repay such loan and, within twenty (20) days after receipt of such notice, each Partner shall make a Capital Contribution equal to the Credit Enhancement Loan multiplied by its Percentage Interest (subject in JVP’s case to the JVP Cap). If any Partner fails to make a Capital Contribution required under this Section, then the non-failing Partner shall have the remedies set forth in Section 5.1 5.2(b). To the extent any payment is required under either a Non-Recourse Guaranty or Environmental Indemnity and such payment is incurred in connection with the fraud, gross negligence or intentional misconduct of JVP or an Affiliate of JVP, the Indenture, such Guaranteed Obligations (whether or JVP Cap shall not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01be applicable.

Guaranties. Each The Additional Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)Securities. Each The Additional Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Additional Subsidiary Guarantor and that such the Additional Subsidiary Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each The Additional Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Additional Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each the Additional Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.068 of this Supplemental Indenture, any change in the ownership of such the Additional Subsidiary Guarantor. Each The Additional Subsidiary Guarantor further agrees that its Subsidiary Guaranty Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 3.02 4 and 3.068 of this Supplemental Indenture, the obligations of each the Additional Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Additional Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Additional Subsidiary Guarantor or would otherwise operate as a discharge of such the Additional Subsidiary Guarantor as a matter of law or equity. Each The Additional Subsidiary Guarantor further agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Note Guarantee is released in compliance with Section 8 of this Supplemental Indenture or upon the merger or the sale of all the Capital Stock or assets of the Additional Subsidiary Guaranty Guarantor in compliance with Section 4.06 or Article 5 of the Indenture. The Additional Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the Additional Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Additional Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each The Additional Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 Article 6 of the Indenture for the purposes of such the Additional Subsidiary Guarantor’s Subsidiary Guaranty Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Additional Subsidiary Guarantor for the purposes of this SectionSupplemental Indenture. Each The Additional Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.013.

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severallyseverally with the other Guarantors], on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each the Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.067 of this Supplemental Indenture, any change in the ownership of such the Subsidiary Guarantor. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 10.02 of the Indenture and Sections 3.02 3 and 3.067 of this Supplemental Indenture, the obligations of each the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities 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 obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each The Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 Article VI of the Indenture for the purposes of such the Subsidiary Guarantor’s Subsidiary Guaranty guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article VI of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this SectionSupplemental Indenture. Each The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.012.

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally with the other Subsidiary Guarantors, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each the Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06 of the Indenture, any change in the ownership of such the Subsidiary Guarantor. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 Section 8.01(b), 10.02 and 3.0610.06 of the Indenture, the obligations of each the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.of

Guaranties. Each Subsidiary Guarantor hereby unconditionally SAP and irrevocably guarantees, jointly and severally, on a senior unsecured basis to Qualtrics shall each Securityholder and use their reasonable efforts (to the Trustee extent practicable) to cause each SAP Entity to be removed and its successors released in respect of all obligations under each guarantee, indemnity, surety bond, letter of credit and assigns letter of comfort given or obtained by any SAP Entity for the benefit of any Qualtrics Entity or the Qualtrics business with respect to real estate (a) each, a “Guarantee”), including the full Guarantee set forth on Schedule III, as soon as reasonably practicable after the IPO Date. From and punctual payment of principal of after the IPO Date, Qualtrics shall indemnify, hold harmless and interest on promptly reimburse the Securities when due, whether at maturity, SAP Entities for any payments made by acceleration, by redemption or otherwise, SAP Entities and for any and all other monetary obligations Liabilities of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended SAP Entities arising out of, or renewedin performing, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound any obligation in accordance with the underlying obligation under this Article Three notwithstanding any extension or renewal Guarantee. Beginning on the date on which the SAP Entities hold shares of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any Qualtrics common stock representing less than a majority of the Guaranteed Obligations and also waives notice votes entitled to be cast by all holders of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not Qualtrics common stock, if SAP continues to be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee party to any security held Guarantee, until such time as the Guarantee is terminated, Qualtrics shall compensate SAP in accordance with the market rate based on the cost for payment of a bank to issue a substitute guarantee, as determined by the Guaranteed ObligationsParties in good faith. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of Notwithstanding the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iia) in the event of any declaration a Change of acceleration Control that requires SAP’s approval pursuant to Article VI of Qualtrics’ Amended and Restated Certificate of Incorporation or Section 3.2 of the Master Transaction Agreement such that, in single transaction or series of transactions, a third party acquires Qualtrics common stock representing a majority of the votes entitled to be cast by all holders of Qualtrics common stock, it shall be a condition to the closing of such Guaranteed Obligations as provided transaction(s) that any Guarantee remaining in effect at that time shall be terminated effective on or prior to the closing of such transaction(s) and in connection therewith, SAP and Qualtrics shall each use their reasonable efforts (to the extent practicable) to cause each SAP Entity to be removed and released in respect of all obligations under any such Guarantee(s) and (b) in the event of a Change of Control that does not require SAP’s approval pursuant to Article VI of Qualtrics’ Amended and Restated Certificate of Incorporation or Section 5.1 3.2 of the IndentureMaster Transaction Agreement such that, in single transaction or series of transactions, a third party acquires Qualtrics common stock representing a majority of the votes entitled to be cast by all holders of Qualtrics common stock, it shall be a condition to the closing of such Guaranteed Obligations (whether transaction(s) that any Guarantee remaining in effect at that time shall be terminated effective on or not due and payable) shall forthwith become due and payable by prior to the closing of such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01transaction(s).

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and an interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Notes Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Notes Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Notes Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Notes Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Notes Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Notes Obligations; or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Notes Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Notes Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Notes Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Notes Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Notes Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Notes Obligations, (B2) accrued and unpaid interest on such Guaranteed Notes Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Notes Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Notes Obligations guaranteed hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Notes Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Notes Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Notes Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this SectionSection 10.01. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.0110.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Supplemental Indenture and the Securities securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations Obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities -61- 66 or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.1(b), 10.2 and 3.0610.6, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Guaranteed Obligation obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligationobligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligationsobligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not -62- 67 prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company Issuers to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ , fees and expenses) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subject to this Article Eleven, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Notes or any other agreement; (4) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article Twelve of this Indenture, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, and (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee). Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article Twelve of this Indenture. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article Six for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities or other Subordinated Securities Obligations when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will shall remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor shall have the right to seek contribution from any non-paying Subsidiary Guarantor in an amount equal to such non-paying Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all of the Subsidiary Guarantors at the time of such payment as determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guaranty. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this First Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this First Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Original Indenture, this First Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Original Indenture, this First Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Guarantor Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 3.02 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture, this First Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 Article VI of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article VI of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this SectionSection 10.01. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.0110.01.

Guaranties. Each Subsidiary Guarantor The Guarantors hereby unconditionally and irrevocably guaranteesguarantee, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor of the Guarantors further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.0611.06, any change in the ownership of such a Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of all Obligations on, or with respect to, all Senior Indebtedness of Parent or the Subsidiary Guarantor giving the Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Parent or such Subsidiary Guarantor or would otherwise operate as a discharge of Parent or such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor of the Guarantors agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations to which the Obligations guaranteed hereby are subordinated as provided in Article 12. Each of the Guarantors further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subject to this Article 10, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance in accordance with the terms hereof within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary GuarantorGuarantor (other than pursuant to Section 10.07). Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 Section 8.01(b) and 3.06in Section 10.07, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstatedreinstated (except to the extent released pursuant to Section 10.07), as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of 84 such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ ' fees and expenses) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01with respect to the Subsidiary Guarantors.

Guaranties. Each Subsidiary The New Guarantor hereby unconditionally and irrevocably ----------- guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary The New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary the New Guarantor and that such Subsidiary the New Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary The New Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary The New Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary the New Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental the Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental the Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary the New Guarantor. Each Subsidiary The New Guarantor further agrees that its Subsidiary Guaranty Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 803, 1017, 1019, 1202 and 3.061203 of the Indenture, the obligations of each Subsidiary the New Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary the New Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary the New Guarantor or would otherwise operate as a discharge of such Subsidiary the New Guarantor as a matter of law or equity. Each Subsidiary The New Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or (premium, if any) interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary the New Guarantor by virtue hereof, upon the failure of the Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary the New Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary The New Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. The New Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 Article Five of the Indenture for the purposes of such Subsidiary the New Guarantor’s Subsidiary Guaranty 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 Article Five of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary the New Guarantor for the purposes of this Section. Each Subsidiary The New Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.011.

Guaranties. Each No Borrower shall, nor shall the Company cause or permit any Other Subsidiary Guarantor hereby unconditionally and irrevocably guaranteesto, jointly and severallymake, issue, or become liable on a senior unsecured basis to each Securityholder and (or, in the case of any Borrower, apply to the Trustee Bankruptcy Court for authority to make, issue or become liable on without the Agent's prior written consent, provided that any application consented to by the Agent shall be abandoned and its successors and assigns withdrawn at the request of the Agent or if the consent of the Lenders required hereunder to the taking of the action(s) to which such application relates is not obtained) any Guaranty, except (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations Guaranties of the Company under this Supplemental Indenture and Obligations in favor of the Securities and Agent; (b) Guaranties outstanding on the full date hereof and punctual performance within applicable grace periods listed on Schedule 6.7 and including, in the case of all the Other Subsidiaries, renewals. extensions and refinancings of such Guaranties to the extent of the amount of such Guaranties as of the date hereof; (c) Guaranties by any Other Subsidiary arising in the ordinary course of business; (d) unsecured Guaranties by any Borrower of Debt or other obligations of any Borrower other than Guaranties of Debt or other obligations of any other Borrower existing on the Filing Date; (e) unsecured Guaranties by any Borrower of Debt or other obligations of any Other Subsidiary incurred in the ordinary course of business of such Other Subsidiary; provided, that the aggregate amount of Debt or other obligations guarantied shall not exceed at any time outstanding $50,000,000; (f) unsecured Guaranties by any Borrower of (1) obligations of Affiliated Entities to manufacture and deliver goods in the ordinary course of business and (2) obligations of Affiliated Entities that are product warranties given in the ordinary course of business with respect to such goods, or are in the nature of, and not exceeding in general scope, product warranties that would otherwise be given in the ordinary course of business with respect to such goods; provided, that the aggregate amount of obligations guarantied pursuant to this clause (f) shall not exceed $25,000,000; (g) Guaranties by any Other Subsidiary of Debt or other obligations of any Affiliated Entity; and (h) additional Guaranties (which, in the case of any Borrower shall be unsecured and shall exclude guaranties of Debt or other obligations of the Company under this Supplemental Indenture and Borrowers existing on the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall Filing Date) not be affected by exceeding (1) in the failure case of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental IndentureBorrowers, together with, without duplication, the Securities or Debt of the Borrowers permitted under Section 7.12(i)(1), $150,000,000 in aggregate principal amount at any other agreement or otherwise; time outstanding and (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any in the case of the terms or provisions of this Supplemental IndentureOther Subsidiaries, together with, without duplication, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor Debt of the Guaranteed Obligations; or (6) except as set forth in Other Subsidiaries permitted under Section 3.067.12(i)(2), any change $75,000,000 in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if aggregate principal amount at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01outstanding.

Guaranties. Each Subject to this Section 2, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to the Administrative Agent and to each Securityholder and to the Trustee and its successors and assigns (a) Lender the full and punctual payment of principal of and interest on the Securities when due, (whether at maturity, by acceleration, by redemption or otherwise, ) and all other monetary obligations performance of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations Obligations of the Company under this Supplemental Indenture and the Securities Borrowers (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three Section 2 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Borrowers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Credit Documents or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of the Administrative Agent or any Securityholder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Company Borrowers or any other Person (including any Subsidiary Guarantor) under this Supplemental IndentureGuaranty, the Securities other Credit Documents or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental IndentureGuaranty, the Securities other Credit Documents or any other agreement; (4) the release of any security held by the Administrative Agent or any Securityholder or the Trustee Lender for the Guaranteed Obligations or any of them; (5) the failure of the Administrative Agent or any Securityholder or the Trustee Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.062.5, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Administrative Agent or any Securityholder or the Trustee Lender to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guarantor’s guaranty hereunder is, to the extent and in the manner set forth in Section 3, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Designated Senior Debt of the Subsidiary Guarantor giving such guaranty and each such guaranty is made subject to such provisions of this Guaranty. Except as expressly set forth in Sections 3.02 2.2 and 3.062.5, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Securityholder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this Supplemental IndentureGuaranty, the Securities Credit Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Securityholder or the Trustee Lender upon the bankruptcy or reorganization of the Company Borrowers or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Securityholder or the Trustee Lender has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Borrowers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the TrusteeAdministrative Agent, forthwith pay, or cause to be paid, in cash, to the Securityholders or Administrative Agent for the Trustee benefit of the Lenders an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, and (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee). Each Subsidiary Guarantor shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash or Cash Equivalents of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Section 3. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Administrative Agent and the TrusteeLenders, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 8.02 of the Indenture Credit Agreement for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 8.02 of the IndentureCredit Agreement, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to shall pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Administrative Agent in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities 8 3/8% Notes when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities 8 3/8% Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities 8 3/8% Notes (all the foregoing being hereinafter collectively called the “Guaranteed "Guarantied Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Guarantied Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three Fifteen notwithstanding any extension or renewal of any Guaranteed Guarantied Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Guarantied Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities 8 3/8% Notes or the Guaranteed Guarantied Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities 8 3/8% Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities 8 3/8% Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Guarantied Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Guarantied Obligations; or (6f) except as set forth in Section 3.061506, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Guarantied Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article Sixteen, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 1502 and 3.061506, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities 8 3/8% Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity, except for the payment in full of the Guarantied Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Guarantied Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Guarantied Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Guarantied Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Guarantied Obligations, (B2) accrued and unpaid interest on such Guaranteed Guarantied Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Guarantied Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guarantied Obligations until payment in full of all Guarantied Obligations and all obligations to which the Guarantied Obligations are subordinated as provided in Article Sixteen. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Guarantied Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article Five for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyGuarantied Obligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Guarantied Obligations as provided in Section 5.1 of the IndentureArticle Five, such Guaranteed Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ ' fees and expenses) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis basis, to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed "Indenture Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Indenture Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Indenture Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Indenture Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) person under this Supplemental Indenture, the Securities Notes or any other agreement or otherwiseagreement; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Indenture Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Indenture Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Indenture Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of or principal of or interest on any Guaranteed Indenture Obligation is rescinded or must be otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Indenture Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Indenture Obligations, (B2) accrued and unpaid interest on such Guaranteed Indenture Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Indenture Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Indenture Obligations guaranteed hereby until payment in full of all Indenture Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Indenture Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Indenture Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby ----------- unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or 91 further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby ----------- unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 4.08 and 3.068.01 and in the definition of "Unrestricted Subsidiary", the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01.Section. 77

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis subordinated basis, to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Indenture Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Indenture Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Indenture Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Indenture Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy 57 against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Indenture Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Indenture Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Indenture Obligations. Each Guaranty is, to the extent and in the manner set forth in Article 13, subordinated and subject in right of payment to the prior payment in full in cash of all Obligations with respect to all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 9.01, 12.02 and 3.0612.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Indenture Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Indenture Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Indenture Obligations, (B2) accrued and unpaid interest on such Guaranteed Indenture Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Indenture Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Indenture Obligations guaranteed hereby until payment in full of all Indenture Obligations and all obligations to which the Indenture Obligations are subordinated as provided in Article 13. Each Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Indenture Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 7 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Indenture Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 7, such Guaranteed Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally The Purchaser and irrevocably guarantees, jointly the Seller shall each use their respective commercially reasonable efforts (both before and severally, on a senior unsecured basis after the Closing) to each Securityholder and to the Trustee and its successors and assigns (a) obtain in the full and punctual payment case of principal of and interest any Contract underlying a guaranty listed on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations Section 6.14 of the Company Seller Disclosure Letter, an amendment to the Contract underlying such guaranty so that the Seller is no longer required to provide a guaranty under this Supplemental Indenture and the Securities such Contract and (b) in the case of each of the guaranties set forth on Section 6.14 of the Seller Disclosure Letter (each, a “Seller Guaranty”) either, (i) obtain a full and punctual performance within applicable grace periods unconditional release of all other of the obligations of the Company Seller under this Supplemental Indenture and such Seller Guaranty, in a form reasonably satisfactory to the Securities Seller, as applicable or (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees ii) obtain a substitute guaranty (or other accommodation) so that the Guaranteed Obligations may be extended Purchaser or renewed, other acceptable party is substituted in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any place of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations Seller or any of them; (5) the failure its affiliates, as appropriate, of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor all of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject the Seller under such Seller Guaranty such that the Seller may terminate such Seller Guaranty upon notice, without further obligation to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwiseSeller. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereofaddition, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount Purchaser shall defend, indemnify and hold harmless each of such Guaranteed Obligations, the Seller and its affiliates (B) accrued and unpaid interest on such Guaranteed Obligations (but only to other than the extent not prohibited by lawCompany) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders their respective Representatives from and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay against any and all costs losses, liabilities, damages, obligations, payments, costs, Taxes and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys’ fees and expensesreasonable disbursements in connection therewith) incurred by the Trustee Seller or any Securityholder of such affiliates or their respective Representatives arising out of or relating to such Seller Guaranty from and after the Closing and upon written notice from the Seller, provide any additional security reasonably requested by the Seller, (including, a letter of credit or guaranty by a third party reasonably acceptable to the Seller) and (B) the Purchaser shall not permit the Company or any of its affiliates to (x) renew or extend the term of, (y) increase the obligations under or (z) transfer to another third party, any loan, lease, contract or other obligation for which the Seller or any of its affiliates (other than the Company) is or would reasonably be expected to be liable under such Seller Guaranty. To the extent that the Seller or any of its affiliates (other than the Company) has performance obligations under any Seller Guaranty after the Closing, the Purchaser shall (1) perform such obligations on behalf of the Seller or such affiliates or (2) otherwise take such action as reasonably requested by the Seller so as to put the Seller or such affiliates in enforcing any rights under this Section 3.01the same position as if the Purchaser, and not the Seller or such affiliates, had performed or was performing such obligations.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities 67/8% Notes when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities 67/8% Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities 67/8% Notes (all the foregoing being hereinafter collectively called the “Guaranteed Guarantied Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Guarantied Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three Fifteen notwithstanding any extension or renewal of any Guaranteed Guarantied Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Guarantied Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities 67/8% Notes or the Guaranteed Guarantied Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities 67/8% Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities 67/8% Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Guarantied Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Guarantied Obligations; or (6f) except as set forth in Section 3.061506, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Guarantied Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article Sixteen, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 1502 and 3.061506, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities 67/8% Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity, except for the payment in full of the Guarantied Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Guarantied Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Guarantied Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Guarantied Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Guarantied Obligations, (B2) accrued and unpaid interest on such Guaranteed Guarantied Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Guarantied Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guarantied Obligations until payment in full of all Guarantied Obligations and all obligations to which the Guarantied Obligations are subordinated as provided in Article Sixteen. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Guarantied Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article Five for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyGuarantied Obligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Guarantied Obligations as provided in Section 5.1 of the IndentureArticle Five, such Guaranteed Guarantied Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis Any Guaranty shall cease to each Securityholder and be in full force or effect (except in accordance with the terms thereof) as to the Trustee and its successors and assigns (a) relevant Guarantor, or any Guarantor or Person acting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor’s obligations under the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwiserelevant Guaranty; then, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseevent, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentthereafter, or if any part thereofEvent of Default shall then be continuing, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereofAdministrative Agent, upon the failure written request of the Company Required Lenders, shall by written notice to pay the principal U.S. Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or interest on the holder of any Guaranteed Obligation when and as Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to any Credit Party, the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, result which would occur upon receipt the giving of written demand notice by the Trustee, forthwith pay, or cause to be paid, Administrative Agent as specified in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, clauses (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in below shall occur automatically without the event giving of any declaration such notice): (i) declare the Total Commitment terminated, whereupon all Commitments of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due each Lender shall forthwith terminate immediately and payable) any RL Commitment Commission and any TL Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder (including the Face Amount of all outstanding Bankers’ Acceptance Loans and all Unpaid Drawings) and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct each Credit Party to pay (and each Credit Party agrees that upon receipt of such Subsidiary Guarantor notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to such Credit Party, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the purposes account of this Section. Each Subsidiary Guarantor also agrees to pay such Borrower and then outstanding; and (v) apply any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred cash collateral held by the Trustee or any Securityholder in enforcing any rights under this Administrative Agent pursuant to Section 3.014.02 to the repayment of the Obligations.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest and Liquidated Damages (if any) on the Securities when due, whether at maturity, by 75 69 acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations Obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of each Subsidiary Guarantor herein shall not be discharged or 76 70 impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest and Liquidated Damages (if any) on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest and Liquidated Damages (if any) on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest and Liquidated Damages (if any) on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company Issuers to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. 77 71 Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ ' fees and expenses) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Wholly Owned Subsidiary Guarantor of LGII organized under the laws of any state or commonwealth of the United States (other than Loexxx Xxfe Insurance Group Inc., a Delaware corporation, Rosehills Holding Corp., a Delaware corporation, and any Subsidiary of the foregoing) hereby unconditionally and irrevocably guaranteesguarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of of, premium, if any, and interest on the Securities Two-Year Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company LGII under this Supplemental Indenture and the Securities Two-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company LGII under this Supplemental Indenture and the Securities Two-Year Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"OBLIGATIONS"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 12 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company LGII of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Two-Year Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company LGII or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities Two-Year Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Two-Year Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.the

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guarantee is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of all Senior Debt of the Subsidiary Guarantor giving such Subsidiary Guarantee and each Subsidiary Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which that any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor Guarantor, subject to the provisions of Article 12, hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section, subject to the provisions of Article 12. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary If Guaranties have been provided for any particular Series of Securities pursuant to Section 2.02, each applicable Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder and Holder of Securities of such Series, to the Trustee and its successors and assigns successors: (a) the full and punctual payment of all of the principal of of, and any premium and interest on on, the Securities of such Series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuer under this Supplemental Indenture and the Securities of such Series; and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer under this Supplemental Indenture and with respect to the Securities of such Series and under the Securities of such Series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary In addition, if Guaranties have been provided pursuant to Section 2.02 for a particular Series of Securities, each applicable Guarantor waives waives: (1) presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives non-payment; and (2) notice of any default under the Securities of such Series or the Guaranteed Obligations, and agrees that the Holders of such Securities may exercise their rights of enforcement under its Guaranty without first exercising their rights of enforcement directly against the Issuer. The obligations of each Subsidiary Guarantor hereunder shall not be affected by by: (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, and except as expressly set forth in Sections 3.02 Section 8.01(b), Section 10.02 and 3.06Section 10.06, the obligations of each Subsidiary applicable Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor further agrees that its Subsidiary Guaranty Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of of, or premium or interest on on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of of, or premium or interest on on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of of: (A1) the unpaid amount of such Guaranteed Obligations, ; (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) ); and (C3) all other monetary Guaranteed Obligations of the Company Issuer to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, : (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article VI for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, Obligations; and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesexpenses of legal counsel and other agents) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis secured basis, to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder, the Trustee or the Trustee Second Lien Collateral Agent upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this SectionSection 10.01. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.0110.01.

Guaranties. Each The New Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally with the other Guarantors, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed ObligationsGUARANTEED OBLIGATIONS”). Each The New Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the New Subsidiary Guarantor and that such the New Subsidiary Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each To the fullest extent permitted by law, the New Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each To the fullest extent permitted by law, the New Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each the New Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, any change in the ownership of such the New Subsidiary Guarantor. Each The New Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The Subsidiary Guaranty is, to the extent and in the manner set forth in Article Eleven of the First Supplemental Indenture, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the New Subsidiary Guarantor and the Subsidiary Guaranty is made subject to the provisions of the Indenture. Except as expressly set forth in Section 13.01(b) of the Base Indenture and Sections 3.02 10.02 and 3.0610.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, to the fullest extent permitted by law, the obligations of each the New Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and and, to the fullest extent permitted by law, shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the New Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental the Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the New Subsidiary Guarantor or would otherwise operate as a discharge of such the New Subsidiary Guarantor as a matter of law or equity. Each The New Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the New Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the New Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each The New Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article Eleven of the First Supplemental Indenture. The New Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 Article 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture for the purposes of such the New Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyObligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the New Subsidiary Guarantor for the purposes of this SectionSupplemental Indenture. Each The New Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.012.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder Loan Parties shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisenot, and shall not permit any of its Subsidiaries to, at any time, directly or indirectly, become or be subject liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any defense obligation or liability of setoffany other Person, counterclaim, recoupment or termination whatsoever or by reason except for (i) Guaranties of Indebtedness of the invalidity, illegality or unenforceability Loan Parties and the Subsidiaries of the Guaranteed Obligations Loan Parties permitted under Section 8.2.1 [Indebtedness], (ii) the guarantee by the Loan Parties of obligations of other Loan Parties or otherwise. Without limiting the generality Subsidiaries of the foregoingLoan Parties (other than any Subsidiary which is not wholly owned by the Loan Parties) to third parties, which obligations are incurred in the ordinary course of such Loan Parties’ and the Subsidiaries’ business consistent with industry practice and not otherwise forbidden by this Agreement; provided that, except for Limited Investments, in no event shall the Loan Party or any Subsidiary of any Loan Party become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of the Special Purpose Subsidiaries, (iii) the guarantee by the Loan Parties of Indebtedness of Subsidiaries which are not wholly owned by a Loan Party or Indebtedness of other Persons provided that the aggregate amount of Indebtedness that is guaranteed by all of the Loan Parties pursuant to this clause (iii) shall not exceed, at any one time, $25,000,000, (iv) the guarantee or indemnification by the Borrower or a Subsidiary of the Borrower of the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by RPSA under the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental IndentureServices Agreement, the Securities or RPSA Assignment Agreement, and any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance related agreement required under Section 1(d) of the obligations, or by any other act or thing or omission or delay RPSA Assignment Agreement pursuant to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization an arms‑length negotiated transfer of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyRPSA Business, and (iiv) in the event of any declaration of acceleration of such Guaranteed Obligations guarantees as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses set forth on Schedule 8.2.3 (including reasonable attorneys’ fees and expenses) incurred any extensions or renewals thereof), as well as additional guarantees made by the Trustee or Foreign Subsidiaries not in excess of $25,000,000 at any Securityholder in enforcing any rights under this Section 3.01one time outstanding.”

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally with the other Guarantors, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Each The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each To the fullest extent permitted by law, the Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each To the fullest extent permitted by law, the Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each the Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, any change in the ownership of such the Subsidiary Guarantor. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The Subsidiary Guaranty is, to the extent and in the manner set forth in Article Eleven of the First Supplemental Indenture, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor and the Subsidiary Guaranty is made subject to the provisions of the Indenture. Except as expressly set forth in Section 13.01(b) of the Base Indenture and Sections 3.02 10.02 and 3.0610.06 of the First Supplemental Indenture and Section 7 of this Supplemental Indenture, to the fullest extent permitted by law, the obligations of each the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and and, to the fullest extent permitted by law, shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental the Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each The Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article Eleven of the First Supplemental Indenture. The Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 Article 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture for the purposes of such the Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyObligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article 5 of the Base Indenture, as amended by Article Five of the First Supplemental Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this SectionSupplemental Indenture. Each The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.012.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Securities Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Securities Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Securities Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Securities Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Securities Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; , (2b) any extension or renewal of any thereof; , (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; , (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Securities Obligations or any of them; , (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; Securities Obligations or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Securities Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Securities Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Securities Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Securities Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Securities Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Aa) the unpaid amount of such Guaranteed Securities Obligations, (Bb) accrued and unpaid interest on such Guaranteed Securities Obligations (but only to the extent not prohibited by law) and (Cc) all other monetary Guaranteed Securities Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ia) the maturity of the Guaranteed Securities Obligations guaranteed hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Securities Obligations guaranteed hereby, hereby and (iib) in the event of any declaration of acceleration of such Guaranteed Securities Obligations as provided in Section 5.1 of the Indenture6.02, such Guaranteed Securities Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subject to this Article Eleven, each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company Issuers under this Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers under this Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Notes or any other agreement; (4) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subordinated Subsidiary Guaranty is, to the extent and in the manner set forth in Article Twelve, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Designated Senior Debt of the Subordinated Subsidiary Guarantor giving such Subordinated Subsidiary Guaranty and each Subordinated Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, and (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee). Each Subsidiary Guarantor shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash or Cash Equivalents of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article Twelve. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article Six for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to shall pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Lender and to the Trustee Administrative Agent and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Loans when due, whether at maturity, by acceleration, by redemption mandatory prepayment or otherwise, and all other monetary obligations of the Company Borrower under this Supplemental Indenture Agreement and the Securities other Bridge Loan Documents (other than the Exchange Notes and the Exchange Note Indenture) and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company Borrower under this Supplemental Indenture Agreement and the Securities such other Bridge Loan Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company Borrower of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or on the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder Lender or the Trustee Administrative Agent to assert any claim or demand or to enforce any right or remedy against the Company Borrower or any other Person (including any Subsidiary Guarantor) under this Supplemental IndentureAgreement, the Securities other Bridge Loan Documents or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental IndentureAgreement, the Securities other Bridge Loan Documents or any other agreement; (4) the release of any security held by any Securityholder Lender or the Trustee Administrative Agent for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder Lender or the Trustee Administrative Agent to exercise any right or remedy against any other guarantor Guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Lender or the Trustee Administrative Agent to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Lender or the Trustee Administrative Agent to assert any claim or demand or to enforce any remedy under this Supplemental IndentureAgreement, the Securities other Bridge Loan Documents or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Lender or the Trustee Administrative Agent upon the bankruptcy or reorganization of the Company Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Lender or the Trustee Administrative Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company Borrower to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption mandatory prepayment or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the TrusteeAdministrative Agent, forthwith pay, or cause to be paid, in cash, to the Securityholders Lenders or the Trustee Administrative Agent an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company Borrower to the Securityholders Lenders and the TrusteeAdministrative Agent. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Lenders and the TrusteeAdministrative Agent, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article VII for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyObligations, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee Administrative Agent or any Securityholder Lender in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental IndentureIndenture (other than this Article 11), the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by by: (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder 101 shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of UCAR International or the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0611.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and 95 103 unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture (including any Subsidiary Guarantor) under this Supplemental Indenture), the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyObligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives any notice not provided for in this Indenture of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereofsuch obligation; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby ---------- unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, hereof upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each The Additional Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally with the other Guarantors, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”)Securities. Each The Additional Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Additional Subsidiary Guarantor and that such the Additional Subsidiary Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each The Additional Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Additional Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each the Additional Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental Supplement Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.067 of this Supplemental Indenture, any change in the ownership of such the Additional Subsidiary Guarantor. Each The Additional Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 3.02 3 and 3.067 of this Supplemental Indenture, the obligations of each Subsidiary the Supplemental Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Additional Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Additional Subsidiary Guarantor or would otherwise operate as a discharge of such the Additional Subsidiary Guarantor as a matter of law or equity. Each The Additional Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of UCAR International or the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the Additional Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Additional Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each The Additional Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 Article 6 of the Indenture for the purposes of such the Additional Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Additional Subsidiary Guarantor for the purposes of this SectionSupplemental Indenture. Each The Additional Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.012.

Guaranties. Each Subsidiary The New Guarantor hereby unconditionally and irrevocably ----------- guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal Accreted Value of (and premium, if any) and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary The New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary the New Guarantor and that such Subsidiary the New Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary The New Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary The New Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary the New Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental the Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental the Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary the New Guarantor. Each Subsidiary The New Guarantor further agrees that its Subsidiary Guaranty Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 803, 1017, 1020, 1202 and 3.061203 of the Indenture, the obligations of each Subsidiary the New Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary the New Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary the New Guarantor or would otherwise operate as a discharge of such Subsidiary the New Guarantor as a matter of law or equity. Each Subsidiary The New Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal Accreted Value of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary the New Guarantor by virtue hereof, upon the failure of the Company to pay the principal Accreted Value of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary the New Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary The New Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. The New Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 Article Five of the Indenture for the purposes of such Subsidiary the New Guarantor’s Subsidiary Guaranty 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 Article Five of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary the New Guarantor for the purposes of this Section. Each Subsidiary The New Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.011.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company SRI under this Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company SRI under this Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed "Indenture Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three XI notwithstanding any extension or renewal of any Guaranteed Indenture Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Indenture Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Notes or the Guaranteed Indenture Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Notes or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Indenture Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Indenture Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Indenture Obligations. Except as expressly set forth in Sections 3.02 9.01(b), 11.02 and 3.0611.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Indenture Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company SRI or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company SRI to pay the principal of or interest on any Guaranteed Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Indenture Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Indenture Obligations, (Bii) accrued and unpaid interest on such Guaranteed Indenture Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Indenture Obligations of the Company SRI to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Indenture Obligations guaranteed hereby until payment in full of all Indenture Obligations guaranteed hereby until payment in full of all Indenture Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Indenture Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article VII for the purposes of such Subsidiary Guarantor’s Subsidiary 's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Indenture Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle VII, such Guaranteed Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture (including any Subsidiary Guarantor) under this Supplemental Indenture), the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee 90 for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.0610.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 8.01(b), 10.02 and 3.0610.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary 91 Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed herebyObligations, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyAs credit support for the Aggregate Obligations, on a senior unsecured basis to each Securityholder or before the Closing Date (1) MAC shall execute and deliver to the Trustee Collateral Agent, for the benefit of the Benefited Creditors, the REIT Guaranty, and (2) the Affiliate Guarantors shall each execute and deliver to the Collateral Agent, for the benefit of the Benefited Creditors, an Affiliate Guaranty. Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary thereof, in the event at the time of acquisition the principal Property comprising such Project is unencumbered by any Lien in respect of borrowed indebtedness (an "Unencumbered Property"), and there is no Financing with respect to such Unencumbered Property within sixty (60) days of its successors and assigns acquisition, such Person (each a "Supplemental Guarantor") shall: (a) execute and deliver to the full and punctual payment of principal of and interest on Collateral Agent, for the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations benefit of the Company under this Benefited Creditors, a Guaranty in the form of Exhibit A hereto pursuant to which such Supplemental Indenture and Guarantor will unconditionally guarantee the Securities and Aggregate Obligations from time to time owing to the Benefited Creditors, (b) the full execute and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith paydeliver, or cause to be paid, in cashexecuted and delivered, to the Securityholders Collateral Agent such other documents or legal opinions required by the Trustee an amount equal Collateral Agent confirming the authorization, execution and delivery and enforceability (subject to the sum of (Acustomary exceptions) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of Guaranty by such Subsidiary Supplemental Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iic) in deliver copies of its Organizational Documents, certified by the event Secretary or an Assistant Secretary of such Supplemental Guarantor (or if such Person is a limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon the Disposition or Financing of any declaration Unencumbered Property by any Affiliate Guarantor or Supplemental Guarantor and the corresponding payment of acceleration of such Guaranteed Obligations as provided in all sums due pursuant to Section 5.1 3.3 hereof and Section 3.3 of the IndentureTerm Loan Credit Agreement in connection with such Disposition, such Guaranteed Obligations (whether or not due and payable) the Collateral Agent shall forthwith become due and payable release the guaranty executed by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees Person pursuant to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.014.1.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 3.02 8.2, 11.2 and 3.0611.6, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of of, premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each Subsidiary Guarantor hereby ---------- unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 4.08 and 3.068.01 and in the definition of "Unrestricted Subsidiary", the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when 77 and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture Article 6 for the purposes of such Subsidiary Guarantor’s 's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 of the IndentureArticle 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.01Section.

Guaranties. Each The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severallyseverally with the other Guarantors], on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such the Subsidiary Guarantor and that such the Subsidiary Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each the Subsidiary Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under the Indenture, this Supplemental Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, this Supplemental Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.067 of this Supplemental Indenture, any change in the ownership of such the Subsidiary Guarantor. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 3.02 3 and 3.067 of this Supplemental Indenture, the obligations of each the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each The Subsidiary Guarantor further agrees that its Subsidiary Guaranty guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (A1) the unpaid amount of such Guaranteed Obligations, (B2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C3) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each The Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 Article 6 of the Indenture for the purposes of such the Subsidiary Guarantor’s Subsidiary Guaranty 's guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Subsidiary Guarantor for the purposes of this SectionSupplemental Indenture. Each The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.012.

Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guaranteesMake or suffer to exist any Contingent Obligation (including, jointly and severallywithout limitation, on a senior unsecured basis to each Securityholder and any Contingent Obligation with respect to the Trustee and its successors and assigns obligations of a Subsidiary or Joint Venture) or otherwise assume, guarantee or in any way become contingently liable or responsible for obligations of any other Person, whether by agreement to purchase those obligations of any other Person, or by agreement for the furnishing of funds through the purchase of goods, supplies or services (whether by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the obligations of any other Person, except for: (a) the full and punctual payment guaranties of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of another Borrower issued in the Company under this Supplemental Indenture and the Securities and ordinary course of business; (b) the full endorsement of negotiable instruments in the ordinary course of business; (c) guaranties of performance and punctual completion and performance within applicable grace periods and completion bonds issued in connection with the construction of Real Estate developments owned by the Borrower; (d) guaranties of liabilities incurred by Joint Ventures to which the Borrower or a Joint Venture Subsidiary is a party, PROVIDED that all other such guaranties outstanding at any one time (including without limitation Xxxxxxxxx Ranch Venture L.L.C. and Xxxxxx Ranch) do not exceed the lesser of $60,000,000 or 15% of the Tangible Net Worth, (e) the obligations of the Company under this Supplemental Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default Borrower under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed ObligationsLLP Loans Guaranty; or (6f) except as set forth in Section 3.06the LNR Loans Guaranties; PROVIDED, any change in HOWEVER, that the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or the Trustee to any security held for payment maximum permissible amount of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, LNR Loans Guaranties (i) until November 30, 1998, shall be limited to the maturity lesser of Indebtedness of LNR which exists on the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction Closing Date or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby$50,000,000, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 from and after November 30, 1998 shall be zero. None of the Indentureforegoing clauses, however, shall be deemed to permit the Borrower to guaranty any obligations of the Mortgage Banking Subsidiaries, the Limited Purpose Finance Subsidiaries, STI or the Title Companies, if any such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for guaranty would cause the purposes Borrower to be in violation of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.017.02 hereof.

Guaranties. Each Subsidiary The New Guarantor hereby unconditionally and irrevocably guarantees, jointly ---------- and severally, on a senior unsecured basis to each Securityholder Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal Accreted Value of (and premium, if any) and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Supplemental the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Supplemental the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed "Obligations”"). Each Subsidiary The New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary the New Guarantor and that such Subsidiary the New Guarantor will remain bound under this Article Three Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary The New Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary The New Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary the New Guarantor hereunder shall not be affected by (1a) the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental the Indenture, the Securities or any other agreement or otherwise; (2b) any extension or renewal of any thereof; (3c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental the Indenture, the Securities or any other agreement; (4d) the release of any security held by any Securityholder Holder or the Trustee for the Guaranteed Obligations or any of them; (5e) the failure of any Securityholder Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6f) except as set forth in Section 3.06, any change in the ownership of such Subsidiary the New Guarantor. Each Subsidiary The New Guarantor further agrees that its Subsidiary Guaranty Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 3.02 803, 1017, 1019, 1202 and 3.061203 of the Indenture, the obligations of each Subsidiary the New Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary the New Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary the New Guarantor or would otherwise operate as a discharge of such Subsidiary the New Guarantor as a matter of law or equity. Each Subsidiary The New Guarantor further agrees that its Subsidiary Guaranty Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal Accreted Value of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder Holder or the Trustee has at law or in equity against any Subsidiary the New Guarantor by virtue hereof, upon the failure of the Company to pay the principal Accreted Value of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary the New Guarantor hereby promises to and shallwill, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders Holders or the Trustee an amount equal to the sum of (Ai) the unpaid amount of such Guaranteed Obligations, (Bii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (Ciii) all other monetary Guaranteed Obligations of the Company to the Securityholders Holders and the Trustee. Each Subsidiary The New Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. The New Guarantor further agrees that, as between it, on the one hand, and the Securityholders Holders and the Trustee, on the other hand, (ix) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 Article Five of the Indenture for the purposes of such Subsidiary the New Guarantor’s Subsidiary Guaranty 's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Section 5.1 Article Five of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary the New Guarantor for the purposes of this Section. Each Subsidiary The New Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses' fees) incurred by the Trustee or any Securityholder Holder in enforcing any rights under this Section 3.011.