Common use of NOTATION OF GUARANTEE Clause in Contracts

NOTATION OF GUARANTEE. Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern.

NOTATION OF GUARANTEE. Each of the undersigned Guarantors listed below (hereinafter referred to as the “Guarantors”) hereby jointly and severally unconditionally guarantees,” which term includes any successors or assigns under the Indenture, to dated the extent set forth in the Indenture dated as of February [24]date hereof, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantorsthe Company (defined below) and Wilmington Trust, and U.S. Bank National Association, as Note Trustee and Collateral Trustee trustee (as amended, restated or supplemented from time to time, the “Indenture”)), has irrevocably and subject to the provisions of the Indenture, unconditionally guaranteed on a senior basis (ai) the due and punctual payment of the principal of, of and premiuminterest and premiums, if any, and interest on the 5% Guaranteed Convertible Senior Secured Notes due 2018 (the “Notes, ”) when and as the same shall become due and payable, whether at the maturity, by acceleration acceleration, repurchase or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee or the Collateral Trustee, (ii) the Company’s obligations under the Indenture and the Notes to deliver any shares of Common Stock (or Reference Property) (and pay cash in lieu of any fractional share) upon any conversion of the Notes and to duly and punctually pay or deliver, as the case may be, all other amounts due or to become due in accordance connection with the terms set forth in Article Ten of the Indenture, the Notes, (iii) the due and punctual performance of all other obligations of the Company or any Guarantor to the Holders, the Trustee or the Collateral Trustee under the Indenture, the Notes, the Guarantees and the Collateral Documents, and (biv) in the case of any extension of time of payment or renewal of any the Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturitythe maturity or by acceleration, by acceleration repurchase or otherwise. The obligations of the Guarantors , in each case, all in accordance with and subject to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, including Article 13 thereof. This Guarantee will not become effective until the provisions Trustee duly executes the certificate of authentication on this Note. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. THE TERMS OF ARTICLE 13 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture shall governunless otherwise indicated.

NOTATION OF GUARANTEE. Each of For value received, the undersigned Guarantor (which term includes any successor person under the “Guarantors”) hereby Indenture (as defined below)), jointly and severally severally, unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of February [24]12, 2012 by and 2018 (the “Base Indenture”) among Xxxxxxx Xxxx HomesSotherly Hotels LP, as issuer (the “Company”), Sotherly Hotels Inc., as issuerguarantor (the “Guarantor”) and Wilmington Trust, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee trustee (the “Trustee”), as amended and Collateral Trustee supplemented by the First Supplemental Indenture, dated as of February 12, 2018, (as amendedthe “Supplemental Indenture” and, restated or supplemented from time to timetogether with the Base Indenture, the “Indenture”)) among the Company, the Guarantor and subject to the provisions of the Indenture, Trustee (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal ofand premium, and premium and interest on the Notesif any, and, to the extent lawfulpermitted by law, interest, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral Trustee, Trustee all in accordance with the terms set forth in Article Ten of the Indenture, Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors Guarantor to the Holders, to Holders of the Note Trustee Notes and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten 5 of the Supplemental Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee is subject to release as and limitations to the extent set forth in Section 5.1 of this Guaranteethe Supplemental Indenture and Section 12.4 of the Base Indenture. Each Holder of the Note to which this Guarantee is endorseda Note, by accepting such Notethe same, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of Capitalized terms used herein and not defined are used herein as so defined in the Indenture, the provisions of the Indenture shall govern.

NOTATION OF GUARANTEE. Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent As more fully set forth in the Indenture dated as Indenture, each of February [24], 2012 by Holdings and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented Persons constituting Guarantors from time to time, the “Indenture”), and subject to in accordance with the provisions of the Indenture, unconditionally and jointly and severally guarantee, in accordance with Section 11.1 of the Indenture, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the due and punctual payment of the principal of, and premium, if any, Liquidated Damages, if any, and interest on the Notes, Notes will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium premium, if any, Liquidated Damages, if any and interest on the Notes, (to the extent lawfulpermitted by law) interest on any interest, if any, on the Notes and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral TrusteeTrustee hereunder or under the Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the terms set forth in Article Ten of the Indenture, hereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise. The obligations Such guarantees are subordinated in right of the Guarantors payment to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly prior payment in full of all Obligations in respect of Guarantor Senior Indebtedness as set forth in Article Ten 10 of the Indenture and shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 11 of the Indenture, and reference is hereby made released from its Guaranty or whose Guaranty otherwise ceases to be applicable pursuant to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to Indenture. When a successor assumes all the obligations of its predecessor under the Notes and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governpredecessor will be released from those obligations.

NOTATION OF GUARANTEE. Each of For value received, the undersigned Guarantor (which term includes any successor Person under the “Guarantors”Indenture) hereby jointly has fully and severally unconditionally guaranteesguaranteed, to the extent set forth in the Indenture dated as of February [24]Indenture, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuerthe Company, the Guarantors, as guarantors, Guarantor and U.S. Bank National Association, as Note the Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions in the Indenture and the terms of the IndentureSecurities, (a) the due and punctual payment in full when due of the principal of, and premiuminterest on, if anythe Securities, the Fundamental Change Purchase Price, the Settlement Amount, and interest on the Notes, when and as the same shall become all other amounts due and payable, whether at maturity, by acceleration or otherwise, payable under the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, Indenture and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of Securities by the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, Company and (b) in case of any extension of time of payment or renewal of any Notes Obligations (with or any of such other obligationswithout notice to the Guarantor), that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityMaturity, by acceleration or otherwise. The obligations of the Guarantors Guarantor to the Holders, to the Note Trustee Holders of Securities and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten 16 of the Indenture, Base Indenture and Article 10 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this the Guarantee. Each Holder of the Note to which this Guarantee is endorseda Security, by accepting such Notethe same, agrees to and shall be bound by such provisions. To the extent that any provision PENNYMAC MORTGAGE INVESTMENT TRUST Attest: By: Name: Name: Title: Title: To: PennyMac Corp. The undersigned Holder of this Guarantee conflicts Security hereby irrevocably exercises the option to exchange this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, for Common Shares and any cash in lieu of fractional shares in accordance with the express provisions terms of the Indenture referred to in this Security, and directs that Common Shares issuable and deliverable and any cash in lieu of fractional shares payable upon exchange, together with any Securities representing any unexchanged principal amount hereof, be issued and/or delivered and/or paid, as the case may be, to the registered Holder hereof unless a different name is indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the provisions Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security to be exchanged. If any Common Shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture. Principal amount to be exchanged (in an integral multiple of $1,000, if less than all): Signature(s) Signature(s) must be guaranteed by an institution which is a member of one of the Indenture shall govern.following recognized signature Guarantee Programs:

NOTATION OF GUARANTEE. Each of As more fully set forth in the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guaranteesIndenture, to the extent set forth in permitted by law, each of the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented Guarantors from time to time, the “Indenture”), and subject to the provisions in accordance with Article X of the Indenture, unconditionally and jointly and severally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the due and punctual payment of the principal of, and premium, if any, Liquidated Damages, if any, and interest on the Notes, Notes will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise, the due and punctual payment of interest on overdue principal of, and premium premium, if any, Liquidated Damages, if any and interest on the Notes, (to the extent lawful, permitted by law and the due Indenture) interest on any interest, if any, on the Notes and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral TrusteeTrustee hereunder or under the Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the terms set forth in Article Ten of the Indenture, hereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise. , provided, however, that The obligations of Selmer Company, Inc., Xxxxxxx Musical Instruments, Inc., The Steinway Piano Company, Inc., Steinway, Inc., The SMI Trust, S&B Retail, Inc., Boston Piano Company, Inc., The O.S. Xxxxx Corporation, The O.S. Xxxxx Company, United Musical Instruments Holdings, Inc. and United Musical Instruments USA, Inc. have irrevocably and unconditionally guaranteed on a senior basis the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly set forth Obligations (as defined in Article Ten Section 10.1 of the Indenture, and reference is hereby made ) only to the extent: (1) the indebtedness represented by the Guarantee may be incurred pursuant to Section 4.09 of the Selmer Indenture; (2) the investment represented by the Guarantee may be made pursuant to Section 4.07 of the Selmer Indenture; (3) the Guarantee is a transaction permitted under Section 4.11 of the Selmer Indenture; and (4) the Guarantee is otherwise permitted by the Selmer Indenture; in each case, so long as the Selmer Indenture for is applicable, if at all; and, if the precise Selmer Notes are deemed to be no longer outstanding pursuant to the terms and limitations of this the Selmer Indenture, including as a result of the redemption of all of the outstanding Selmer Notes, then there shall be no such limit on such Guarantee. Each Holder When a successor assumes all the obligations of its predecessor under the Note to which this Guarantee is endorsed, by accepting such Note, agrees to Notes and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governpredecessor will be released from those obligations.

NOTATION OF GUARANTEE. Each of As more fully set forth in the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guaranteesIndenture, to the extent set forth in permitted by law, each of the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented Guarantors from time to time, the “Indenture”), and subject to the provisions in accordance with Article XI of the Indenture, jointly and severally, irrevocably and unconditionally guarantees on a senior subordinated unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ai) (A) the due and punctual payment Accreted Value of the principal of, and premium, if any, and interest Interest (and Liquidated Damages, if any) on the Notes, Notes shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise, the due and punctual payment of interest (B) Interest on overdue principal ofAccreted Value of and premium, if any, and premium (to the extent permitted by law) Interest on any Interest, if any (and interest Liquidated Damages, if any) on the Notes shall be promptly paid in full and (C) all other Obligations of the Issuers to the Holders or the Trustee under the Notes, to the extent lawful, Indenture and the Registration Rights Agreement (including fees, expenses or otherwise) shall be duly and punctually paid in full when due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trusteeperformed, all in accordance with the terms set forth in Article Ten of the Indenture, hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will shall be promptly duly and punctually paid in full when due or and performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise. The obligations , subject, however, in the case of the Guarantors to the Holdersclauses (i) and (ii) above, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly limitations set forth in Article Ten of Section 11.6 the Indenture, . When a successor Guarantor assumes all the obligations of its predecessor Guarantor under the Notes and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governpredecessor Guarantor may be released from those obligations.

NOTATION OF GUARANTEE. Each The Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Agreement, dated the date hereof, among the Company, the Guarantors named therein, HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC, each as Holder (each a "Holder" and collectively, "Holders") (the "Agreement")), have jointly, severally, irrevocably and unconditionally guaranteed on a senior unsubordinated basis the Guarantee Obligations (as defined in Section 12.01 of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”Agreement), and subject to the provisions of the Indenture, which include (ai) the due and punctual payment and/or full performance of the principal of, and premium, if anywith respect to, and interest on on, the 8.0% Convertible Senior Notes due 2019 (the "Notes, when and as the same shall become due and payable"), whether at maturity, by acceleration acceleration, upon redemption, upon conversion or otherwise, the due and punctual payment of interest on the overdue principal of, and premium and (to the extent permitted by law) interest on any interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company, to the Holders, the Note Trustee or the Collateral Trustee, Holders all in accordance with the terms set forth in Article Ten 12 of the IndentureAgreement, and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, call for redemption or otherwise. The obligations of the Guarantors to the Holders, to the Note Trustee and to the Collateral Trustee Holders pursuant to this Guarantee and the Indenture Agreement are expressly set forth in Article Ten 12 of the Indenture, Agreement and reference is hereby made to the Indenture such Agreement for the precise terms and limitations of this Guarantee. Each Holder No past, present or future trustee, officer, employee, incorporator or shareholder (direct or indirect) of the Guarantors (or any such successor entities), as such, shall have any liability for any obligations of the Guarantors under this Guarantee or the Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. The Guarantors as principal obligors and as separate and independent obligations and liability from their other obligations and liabilities under the Agreement jointly and severally agree to indemnify and keep indemnified each Holder in full and on demand in respect of the performance and discharge of the Guarantee Obligations (except where the Company's failure to perform or discharge the Guarantee Obligations results from such Holder's failure to comply with its obligations under the Agreement or the Company contesting any payment or part of a payment in good faith). This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantors and their successors and assigns until full and final payment of all of the Company's obligations under the Notes and Agreement or until legally discharged in accordance with the Agreement and shall inure to the benefit of the successors and assigns of the Holders, and, in the event of any transfer or assignment of rights by any Holder, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note to upon which this Guarantee is endorsed, noted shall have been executed by accepting such Note, agrees to the Company under the Agreement by the manual or facsimile signature of one of its authorized officers. THE TERMS OF ARTICLE 12 OF THE AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Agreement unless otherwise indicated. This document has been executed as a deed and shall be bound by such provisions. To is delivered and takes effect on the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governdate stated below.

NOTATION OF GUARANTEE. Each of For value received, the undersigned (the “Guarantors”) hereby jointly Guarantor has fully, unconditionally and severally unconditionally guaranteesabsolutely guaranteed, to the extent set forth in the Indenture dated as of February [24]Indenture, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuerthe Company, the Guarantors, as guarantors, Guarantor and U.S. Bank National Association, as Note the Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions in the Indenture and the terms of the IndentureNotes, (a) the due and punctual payment of the principal of, and premium, if any, and interest on on, the NotesNotes and all other amounts due and payable under the Indenture and the Notes by the Company, when and as such principal of, premium, if any, and interest on, the same Notes and other amounts shall become due and payable, whether at maturitythe Stated Maturity Date or by declaration of acceleration, by acceleration call for redemption or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, according to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseNotes and the Indenture. The obligations of the Guarantors Guarantor to the Holders, to the Note Trustee Holders of Notes and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten XIII of the Indenture, Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms and limitations of this the Guarantee, including provisions for the release thereof. Each Holder of the Note to which this Guarantee is endorseda Note, by accepting such Notethe same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. To the extent The Guarantor hereby agrees that any provision of this its Guarantee conflicts with the express provisions of the Indenture, the provisions Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture shall governremain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee.

NOTATION OF GUARANTEE. Each of For value received, the undersigned (the “Guarantors”) hereby jointly Guarantor has fully, unconditionally and severally unconditionally guaranteesabsolutely guaranteed, to the extent set forth in the Indenture dated as of February [24]Indenture, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuerthe Company, the Guarantors, as guarantors, Guarantor and U.S. Bank National Association, as Note the Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions in the Indenture and the terms of the IndentureNotes, (a) the due and punctual payment of the principal of, and premium, if any, and interest on on, the NotesNotes and all other amounts due and payable under the Indenture and the Notes by the Company, when and as such principal of, premium, if any, and interest on, the same Notes and other amounts shall become due and payable, whether at maturitythe Stated Maturity Date or upon acceleration, by acceleration call for redemption or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, according to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseNotes and the Indenture. The obligations of the Guarantors Guarantor to the Holders, to the Note Trustee Holders of Notes and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten XIII of the Indenture, Base Indenture and Article VII of the Third Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Third Supplemental Indenture thereto for the precise terms and limitations of this the Guarantee, including provisions for the release thereof. Each Holder of the Note to which this Guarantee is endorseda Note, by accepting such Notethe same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney in-fact of such Holder for the purpose of such provisions. To the extent The Guarantor hereby agrees that any provision of this its Guarantee conflicts with the express provisions of the Indenture, the provisions Notes set forth in Article XIII of the Base Indenture and Article VII of the Third Supplemental Indenture shall governremain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee.

NOTATION OF GUARANTEE. Each of For value received, the undersigned (the “Guarantors”) hereby jointly Guarantor has fully, unconditionally and severally unconditionally guaranteesabsolutely guaranteed, to the extent set forth in the Indenture dated as of February [24]Indenture, 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuerthe Company, the Guarantors, as guarantors, Guarantor and U.S. Bank National Association, as Note the Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions in the Indenture and the terms of the IndentureNotes, (a) the due and punctual payment of the principal of, and premium, if any, and interest on on, the NotesNotes and all other amounts due and payable under the Indenture and the Notes by the Company, when and as such principal of, premium, if any, and interest on, the same Notes and other amounts shall become due and payable, whether at maturitythe Stated Maturity Date or by declaration of acceleration, by acceleration call for redemption or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, according to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseNotes and the Indenture. The obligations of the Guarantors Guarantor to the Holders, to the Note Trustee Holders of Notes and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten Thirteen of the Indenture, Indenture and Article VI of the First Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Indenture and the First Supplemental Indenture thereto for the precise terms and limitations of this the Guarantee, including provisions for the release thereof. Each Holder of the Note to which this Guarantee is endorseda Note, by accepting such Notethe same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. To the extent The Guarantor hereby agrees that any provision of this its Guarantee conflicts with the express provisions of the Indenture, the provisions Notes set forth in Article Thirteen of the Indenture and Article VI of the First Supplemental Indenture shall governremain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee.

NOTATION OF GUARANTEE. Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent As more fully set forth in the Indenture dated as Indenture, each of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented Guarantors from time to time, the “Indenture”), and subject to in accordance with the provisions of the Indenture, shall jointly and severally, irrevocably and unconditionally guarantee, on a senior subordinated unsecured basis, in accordance with Article X of the Indenture, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability against the Company and any other Guarantors of the Indenture, the Notes or the obligations of the Company under the Indenture or the Notes, that: (ax) the due principal of and punctual payment of the principal ofpremium (if any), and premiuminterest (and Liquidated Damages, if any, and interest ) on the Notes, Notes will be paid in full when and as the same shall become due and payabledue, whether at maturityStated Maturity or an Interest Payment Date, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of ; (y) all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral TrusteeTrustee under the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms set forth in Article Ten of the Indenture, Indenture and the Notes; and (bz) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise. The obligations of the Guarantors Such Guarantees shall cease to the Holdersapply, and shall be null and void, with respect to the Note Trustee and to the Collateral Trustee any Guarantor who, pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten X of the Indenture, and reference is hereby made released from its Guarantee or whose Guarantee otherwise ceases to be applicable pursuant to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to Indenture. When a successor assumes all the obligations of its predecessor under the Notes and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governpredecessor will be released from those obligations.

NOTATION OF GUARANTEE. Each of As more fully set forth in the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guaranteesIndenture, to the extent set forth in permitted by law, each of the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented Guarantors from time to time, in accordance with Article X of the “Indenture”), unconditionally and jointly and severally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: By its execution of its Guarantee, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for _________________________ /7/ To be included only on Transfer Restricted Notes. good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of Article X of the Indenture, each Guarantor, jointly and severally, unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ai) the due and punctual payment of the principal of, and interest, premium, if any, and interest Liquidated Damages, if any, on the Notes, Notes shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, by acceleration acceleration, call for redemption, upon an Excess Cash Flow Offer, a Change of Control Offer, an Asset Sale Offer or otherwise, the due and punctual payment of interest on overdue principal ofprincipal, premium, if any, Liquidated Damages, if any, and premium and interest on the Notes, (to the extent lawfulpermitted by law) interest on any interest, if any, on the Notes and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer Company to the Holders, the Note Trustee Holders or the Collateral TrusteeTrustee under the Indenture or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms set forth in Article Ten of the Indenture, ; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, call for redemption, upon an Excess Cash Flow Offer, a Change of Control, an Asset Sale Offer or otherwise. The obligations , subject, however, in the case of the Guarantors to the Holdersclauses (i) and (ii) above, to the Note Trustee and to the Collateral Trustee pursuant to this Guarantee and the Indenture are expressly limitations set forth in Article Ten Section 10.8 of the Indenture, . When a successor assumes all the obligations of its predecessor under the Notes and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. To the extent that any provision of this Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall governpredecessor may be released from those obligations.

NOTATION OF GUARANTEE. Each of For value received, each Guarantor (which term includes any successor Person under the undersigned (the “Guarantors”Indenture) hereby has, jointly and severally severally, unconditionally guaranteesguaranteed, to the extent set forth in the Indenture dated as of February [24], 2012 by and among Xxxxxxx Xxxx Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of in the Indenture, dated as of July 25, 2000 (athe "Indenture"), among R.J. Xxxer Corporation, the Guarantors party thereto and United States Trust Company of New York, as trustee (the "Trustee"), (i) the due and punctual payment of the principal of, and premium, if any, and interest in full on the NotesSecurities (as defined in the Indenture), when and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on overdue principal of, premium, if any, and interest in full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantors to the Holders or the Trustee, including, without limitation, the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Securities and this Indenture. In case of the failure of the Company to punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to perform any such other Obligation, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. The obligations Obligations of the Guarantors to the Holders, to the Note Trustee Holders of Securities and to the Collateral Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article Ten X of the Indenture, Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this the Guarantee. Each Holder The obligations of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall Guarantors will be bound by such provisions. To the extent that any provision of this Guarantee conflicts released only in accordance with the express provisions of Article X of the Indenture. TOWER AUTOMOTIVE, the provisions of the Indenture shall govern.INC. By: ------------------------------------ Name: Title: TOWER AUTOMOTIVE PRODUCTS COMPANY, INC. By: ------------------------------------ Name: Title: