Common use of Notes Guarantees Clause in Contracts

Notes Guarantees. (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (i) The Parent Each Guarantor hereby fully andjointly and severally, subject to the limitations on the effectiveness irrevocably and enforceability set forth in Section 10.04, unconditionally guarantees, on a senioras primary obligor and not merely as surety, unsecured, joint the Notes and several basisobligations of the Company hereunder and thereunder and the obligations of the Company and each other Guarantor under the Security Documents, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case guarantees to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or its agent pursuant otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with this Indenturethe terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of renewal, whether at Stated Maturity, by acceleration or otherwise, subject to any Obligation. All payments under each Guarantee will be made in euroapplicable grace period, and subject, however, in the case of clauses (1) and (2) above, to the Euro Notes, and limitation set forth in dollars, in the case of the Dollar NotesSection 1204 hereof. (ba) The Guarantors Each Guarantor hereby agree agrees that their (to the extent permitted by law) its obligations hereunder shall be as if they were each principal debtor and not merely suretyunconditional, unaffected byirrespective of the validity, and irrespective of, any invalidity, irregularity regularity or unenforceability enforceability of any Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any Note or this Indentureother Guarantor, the recovery of any judgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuers with respect thereto by the Holders or the Trustee, same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor Guarantor (except other than payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent full of the Guarantors increase principal of, and premium and interest, if any, on, the principal amount Notes). (b) Each Guarantor hereby waives (to the extent permitted by law) the benefits of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of either Issuerthe Company, any right to require that a proceeding first against the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on Company or any other amount payable under each Note prior to recourse against such Guarantor or its assets)Person, protest or protest, notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, whatsoever and each covenant covenants that their the Notes Guarantee will of such Guarantor shall not be discharged with respect as to any Note except by payment in full complete performance of the obligations contained in such Note, this Indenture and such Notes Guarantee. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal thereof (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and interest thereon or as otherwise provided conditions set forth in this Indenture, including Section 10.04directly against each of the Guarantors to enforce such Guarantor’s Notes Guarantee without first proceeding against the Company or any other Guarantor. If at Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any time any payment of principal ofthe Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, premium, if any, interest, if anyto collect interest on the Notes, or Additional Amounts, if any, on such Note is rescinded to enforce or must be otherwise restored exercise any other right or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder remedy with respect to the Notes, such payment Guarantor shall be reinstated as pay to the Trustee for the account of the date Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of such rescission, restoration or returns as though such payment had become due but had not been made at such timesthe Holders. (c) The Guarantors also agree If any Holder or the Trustee is required by any court or otherwise to pay return to the Company or any and all costs and expenses (including reasonable attorneys’ fees) Incurred Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any Holder stay, injunction or other prohibition preventing such acceleration in enforcing respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Notes Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Section 10.01the Notes Guarantees. (d) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a Guarantor hereunder is on parity with such Guarantor’s guarantee receiver or trustee be appointed for all or any significant part of the Existing Unsecured Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. On the Issue Date, there will not be any Guarantors. (ia) The Parent Each Guarantor hereby made party to this Indenture shall, fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guaranteesguarantee, on a senior, an unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors Each Guarantor made party to this indenture shall further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors such Guarantor and that the Guarantors shall such Guarantor will remain bound under this Article Ten 10 notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby made party to this Indenture shall agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); providedprovided that, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the such Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby made party to this Indenture shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each shall covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the any Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors made party to this Indenture shall also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Subsidiary Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a secured, senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder of Notes and to the Trustee and its successors and assigns on behalf of each HolderHolder of Notes, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will shall be made in euroEuro. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, in the case Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of the Euro Notes, payment and in dollars, in the case not a guarantee of the Dollar Notescollection. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely suretyare unconditional, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders of Notes or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Subsidiary Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Subsidiary Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will shall not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder of Notes in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (i) The Parent Each Guarantor hereby fully andjointly and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, (a) the full and punctual payment of principal of, premium, if any, and interest, if anyon the Securities when due, and Additional Amountswhether at maturity, if anyby acceleration, onby redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities and (b) the full and punctual performance within applicable grace periods of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture Securities (all of the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Ten Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Guarantee will be made in euroEach Guarantor waives presentation to, in demand of, payment from and protest to the case Company of any of the Euro NotesGuaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any 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, and in dollars, in the case of the Dollar Notes. Securities or any other agreement or otherwise; (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity extension or unenforceability renewal of any Note Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, Securities or any other circumstance which may otherwise constitute a legal agreement; (d) the release of any security held by any Holder or equitable discharge the Trustee for the Guaranteed Obligations or any of a surety them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase Guaranteed Obligations; or (f) any change in the principal amount ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of either Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, any security held for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale payment of the assets Guaranteed Obligations. The obligations of such Issuer each Guarantor hereunder shall not be subject to satisfy 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 outstanding principal ofinvalidity, interest on illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other amount payable under each Note prior agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to recourse against such do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor further agrees that its assets)Note Guarantee herein shall continue to be effective or be reinstated, protest or notice with respect to any Note or as the Debt evidenced thereby and all demands whatsoevercase may be, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If if at any time payment, or any payment part thereof, of principal ofof or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any 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 Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest or premium, 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 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 Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest, premium, if any, intereston such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, if any, or Additional Amounts, if anyas between it, on such Note is rescinded or must be otherwise restored or returned upon the insolvencyone hand, bankruptcy or reorganization of either Issuerand the Holders and the Trustee, on the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as other hand, (x) the maturity of the date Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such rescissionGuaranteed Obligations as provided in Article Five, restoration such Guaranteed Obligations (whether or returns as though such payment had not due and payable) shall forthwith become due but had not been made at and payable by such times. (c) The Guarantors Guarantor for the purposes of this Section. Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees' fees and expenses) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01Section. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully and, subject to the limitations on the effectiveness unconditionally and enforceability set forth in Section 10.04, unconditionally irrevocably guarantees, on a seniorjointly and severally, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder Securityholder and to the Trustee and its respective successors and assigns on behalf of each Holder, (a) the full and punctual payment of principal ofof and interest on the Notes when due, premiumwhether at maturity, if anyby acceleration, interest, if any, and Additional Amounts, if any, onby redemption or otherwise, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes and (including b) the full and punctual performance within applicable grace periods of all other obligations to of the Trustee Issuer under this Indenture and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors such Guarantor and that the Guarantors shall such Guarantor will remain bound under this Article Ten 10 notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for non- payment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The Guarantors hereby agree that their obligations of each Guarantor hereunder shall not be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability affected by (1) the failure of any Note Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Guarantor) under this Indenture, the Securities or any failure to enforce 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 any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, Securities or any other circumstance which may otherwise constitute a legal agreement; (4) the release of any security held by any Securityholder or equitable discharge the Trustee for the Guaranteed Obligations or any of a surety them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase Guaranteed Obligations; or (6) except as set forth in Section 10.07, any change in the principal amount ownership of such Guarantor. (c) Each Guarantor further agrees that its Notes Guarantee herein constitutes a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of either Issuer, collection) and waives any right to require that any resort be had by any Securityholder or the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, any security held for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale payment of the assets Guaranteed Obligations. (d) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.07, the obligations of such Issuer each Guarantor hereunder shall not be subject to satisfy 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 outstanding principal ofinvalidity, interest on illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Indenture, the Securities or any other amount payable under each Note prior 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 recourse against do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its assets)Guarantee herein shall continue to be effective or be reinstated, protest or notice with respect to any Note or as the Debt evidenced thereby and all demands whatsoevercase may be, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If if at any time payment, or any payment part thereof, of principal of, premium, if any, interest, if any, of or Additional Amounts, if any, interest on such Note any Obligation is rescinded or must otherwise be otherwise restored by any Securityholder or returned the Trustee upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration Issuer or returns as though such payment had become due but had not been made at such timesotherwise. (cf) The Guarantors 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 Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any 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 Obligation, each 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 Issuer to the Securityholders and the Trustee. (g) Each 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 Article 6 for the purposes of such Guarantor‟s Notes 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 Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. (h) Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ attorneys‟ fees) Incurred incurred by the Trustee or any Holder Securityholder in enforcing any rights under this Section 10.01Section. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Guarantor hereby fully andSubject to this Article 10, subject to each of the limitations on the effectiveness Guarantors hereby, jointly and enforceability set forth in Section 10.04severally, unconditionally guaranteesirrevocably Guarantee, on a senior, unsecured, joint as primary obligor and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guaranteesnot merely as surety, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, basis the full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations of the Issuer under this Indenture and the Notes, whether for payment of principal of, premiumor interest on or in respect of, if anythe Notes, interestfees, if anyexpenses, and Additional Amounts, if any, on, and all other monetary indemnification or otherwise. The obligations of the Issuers any Guarantor will be contractually limited under this Indenture its Notes Guarantee to reflect limitations under Applicable Law and the Notes (including obligations to the Trustee and the obligations to pay Additional AmountsAgreed Guarantee Principles, if any) including, among other things, with respect to each Note authenticated general statutory limitations, financial assistance, corporate benefit and delivered by maintenance of share capital applicable to such Guarantor and its shareholders, directors and general partner (as applicable). Any Additional Notes Guarantee shall be issued on substantially the Trustee or its agent pursuant to and in accordance with same terms as the Notes Guarantees. For purposes of this Indenture, in accordance with references to the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from Notes Guarantees include references to any Additional Notes Guarantees and references to the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding include references to any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar NotesAdditional Guarantors. (b) The Subject to this Article 10, the Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely suretyare unconditional, unaffected byirrespective of the validity, and irrespective of, any invalidity, irregularity regularity or unenforceability enforceability of any Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any Note or this Indenturejudgment against the Issuer, any waiver, modification or indulgence granted action to enforce the Issuers with respect thereto by the Holders or the Trustee, same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereofGuarantor. The Guarantors Each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of either the Issuer, any right to require that a proceeding first against the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (includingIssuer, for the avoidance of doubtprotest, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, whatsoever and each covenant that their this Notes Guarantee will not be discharged with respect to any Note except by payment in full complete performance of the principal thereof obligations contained in the Notes and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors also agree or any Custodian, trustee, liquidator or other similar official acting in relation to pay either the Issuer or the Guarantors, any and all costs and expenses (including reasonable attorneys’ fees) Incurred amount paid by either to the Trustee or any Holder such Holder, this Notes Guarantee, to the extent theretofore discharged, will be reinstated in enforcing any rights under this Section 10.01full force and effect. (d) Each Guarantee Guarantor agrees that it will not be entitled to any right of a subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor hereunder is further agrees that, as between the Guarantors, on parity with such Guarantor’s guarantee the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Existing Unsecured Notesobligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Notes Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Notes Guarantee. (e) The Issuer may from time to time designate a Restricted Subsidiary as an additional Guarantor of the Notes (an “Additional Guarantor” and its guarantee an “Additional Notes Guarantee”) by causing it to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture, pursuant to which such Restricted Subsidiary will become a Guarantor.

Notes Guarantees. (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a seniorfirst priority (subject to Permitted Collateral Liens), unsecuredsenior secured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior subordinated, unsecuredsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders ​ ​ or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a seniorfirst priority (subject to Permitted Collateral Liens), unsecuredsenior secured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior subordinated, unsecuredsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in U.S. dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Subsidiary Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a seniorsecured, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder of Notes and to the Trustee and its successors and assigns on behalf of each HolderHolder of Notes, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall will remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar NotesEuro. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders of Notes or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Subsidiary Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Subsidiary Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder of Notes in enforcing any rights under this Section 10.01. (d) Each Guarantee Subsidiary Guarantor agrees and each Holder of Notes by accepting a Note agrees, for the benefit of the Holders of Senior Debt from time to time of such Subsidiary Guarantor, that the Guarantees will not become due, and neither the Holders of the Notes nor the Trustee may take any Enforcement Action with respect to the Guarantees or the Security Documents prior to the Senior Discharge Date without the prior written consent of the Majority Lenders, unless: (i) an order is made for the winding-up, dissolution, examinership or administration of a Subsidiary Guarantor, or a liquidator, Trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, examiner, administrator or similar officer is appointed to the applicable Subsidiary Guarantor hereunder is on parity with (provided that such Guarantor’s guarantee insolvency or reorganization events are not the result of actions by the Holders of the Existing Unsecured Notes or the Trustee and provided such action may only be taken against the entity in respect of which such order or appointment is made); or (ii) any Debt under the Senior Credit Facilities has been declared prematurely to be due and payable or payable on demand (and demand has been made) by reason of the occurrence of an event of default on such Debt (provided that the Magyar Telecom B.V. Assumption has occurred; and provided, further, that in these circumstances, the Holders of the Notes and the Trustee may only demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of the Guarantees); or (iii) any enforcement of, or an instruction by the Majority Lenders to enforce, the First Priority Liens (a “Security Enforcement Action”) occurs (provided that in these circumstances, the Holders of the Notes and the Trustee may only take Enforcement Action with respect to the Collateral with respect to which the Security Trustee is taking such Security Enforcement Action); or (iv) an Event of Default has occurred and is continuing (otherwise than solely pursuant to any cross-default provision by reason of a default under the Senior Credit Facilities that permits the lenders thereunder to accelerate its maturity); and (A) the Trustee has notified the applicable Senior Agent in writing; and (B) a period of not less than 179 days has passed from the date the applicable Senior Agent received notice of the default (a “Standstill Period”); and (C) at the end of the Standstill Period, the relevant Event of Default is continuing and has not been cured or waived by the Holders of the Notes, in which case the Holders of more than 50% in aggregate principal amount of the Notes then outstanding may direct the Trustee to take Enforcement Action in respect of the Guarantees and may direct the Security Trustee to take Enforcement Action in respect of the Security Documents, and the Guarantees will become due on demand for payment in accordance therewith or, in the case of insolvency events provided for in Section 10.01(d)(i) above, automatically and without a demand for payment, provided that the insolvency laws of the relevant jurisdiction bar the making of a demand for payment under the Guarantees.

Notes Guarantees. (ia) The Parent Each Subsidiary Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a seniorsecured, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder holder of Notes and to the Trustee and its successors and assigns on behalf of each Holderholder of Notes, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall will remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar NotesEuro. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders holders of Notes or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Subsidiary Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Subsidiary Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder holder of Notes in enforcing any rights under this Section 10.01. (d) Each Guarantee Subsidiary Guarantor agrees and each holder of Notes by accepting a Note agrees, for the benefit of the holders of Senior Debt from time to time of such Subsidiary Guarantor, that the Guarantees will not become due, and neither the holders of the Notes nor the Trustee may take any Enforcement Action with respect to the Guarantees or the Security Documents prior to the Senior Discharge Date without the prior written consent of the Majority Lenders, unless: (i) an order is made for the winding-up, dissolution, examinership or administration of a Subsidiary Guarantor, or a liquidator, Trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, examiner, administrator or similar officer is appointed to the applicable Subsidiary Guarantor hereunder is on parity with (provided that such Guarantor’s guarantee insolvency or reorganization events are not the result of actions by the holders of the Existing Unsecured Notes.Notes or the Trustee and provided such action may only be taken against the entity in respect of which such order or appointment is made); or (ii) any Debt under the New Senior Credit Facilities has been declared prematurely to be due and payable or payable on demand (and demand has been made) by reason of the occurrence of an event of default on such Debt (provided that in these circumstances, the holders of the Notes and the Trustee may only demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of the Guarantees); or

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully andjointly and severally, subject to the limitations on the effectiveness irrevocably and enforceability set forth in Section 10.04, unconditionally guarantees, on as a senior, unsecured, joint primary obligor and several basis, and (ii) each Subsidiary Guarantor by execution of not merely as a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, surety on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, (i) the full and punctual payment when due, whether at the respective Final Maturity Date, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee and the other Indenture Agents) and the Notes, whether for payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, or interest on and in respect of the Notes and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes and (including ii) the full and punctual performance within applicable grace periods of all other obligations to of the Trustee Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Ten 10 notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the other Guaranteed Obligations. The Guarantors hereby agree that their obligations of each Guarantor hereunder shall not be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability affected by (i) the failure of any Note Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the TrusteeNotes, or any other circumstance which may otherwise constitute a legal agreement or equitable discharge otherwise; (ii) any extension or renewal of a surety this Indenture, the Notes or guarantor any other agreement; (except payment in full); providediii) any rescission, that notwithstanding the foregoing, no such waiver, modification, indulgence amendment or circumstance shall without the written consent modification of any of the Guarantors increase terms or provisions of this Indenture, the principal amount Notes or any other agreement; (iv) the release of a Note any security held by any Holder or the interest rate thereon Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the currency ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment with respect of the Issuer’s or such Guarantor’s obligations hereunder prior to any Note, amounts being claimed from or alter paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Notes Guarantee herein constitutes a guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of either Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, any security held for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale payment of the assets Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of such Issuer each Guarantor hereunder shall not be subject to satisfy 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 outstanding principal ofinvalidity, interest on illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other amount payable under each Note prior 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 recourse against such do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its assets), protest or notice with respect to any Note or the Debt evidenced thereby Notes Guarantee shall remain in full force and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by effect until payment in full of all the principal thereof and interest thereon Guaranteed Obligations. Each Guarantor further agrees that its Notes Guarantee herein shall continue to be effective or be reinstated, as otherwise provided in this Indenturethe case may be, including Section 10.04. If if at any time payment, or any payment part thereof, of principal of, premium, if any, interestor interest on, or any other amount due in respect of or constituting any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of, premium, if any, or Additional Amountsinterest on, or any other amount due in respect of or constituting 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 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 Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount and premium, if any, of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Note is rescinded or must be otherwise restored or returned upon Guaranteed Obligations (but only to the insolvency, bankruptcy or reorganization extent not prohibited by applicable law) and (iii) all other monetary obligations of either Issuerthe Issuer to the Holders, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of Trustee and the date of such rescission, restoration or returns as though such payment had become due but had not been made at such timesother Indenture Agents. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, an unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall will remain bound under this Article Ten 10 notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); providedprovided that, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee Guarantor agrees and each Holder by accepting a Note agrees, for the benefit of the holders of Senior Debt from time to time of such Guarantor, that prior to the date upon which any Senior Debt of a Guarantor hereunder is on parity with has been unconditionally discharged in full, the obligations of such Guarantor under its Guarantee may not become due, and the Holders and the Trustee may not take any Enforcement Action against such Guarantor without the prior consent of the applicable Senior Agent or Agents unless: (i) an Event of Default specified in Section 6.01(a)(x) or (xi) has occurred in relation to such Guarantor’s guarantee ; or (ii) the holders of Designated Senior Debt have taken any Enforcement Action in relation to such Guarantor; or (iii) a Default has occurred under the Notes; and (A) the Holders or the Trustee has notified the applicable Senior Agents; (B) a period of not less than 90 days (in the case of a payment default) or 179 days (in the case of a non-payment default) has passed from the date the applicable Senior Agents were first notified of the Existing Unsecured NotesDefault (a “Standstill Period”); and (C) at the end of the Standstill Period, the Default is continuing and has not been waived by the Holders.

Notes Guarantees. (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a seniorfirst priority (subject to Permitted Collateral Liens), unsecuredsenior secured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior subordinated, unsecuredsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Guarantor Each of the Guarantors hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Company under this Indenture and the Notes (including obligations to the Trustee and the obligations Agents hereunder and the obligation to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Note Obligations”). Notwithstanding the foregoing, if a “secured creditor” (as that term is defined under the BIA) is determined by a court of competent jurisdiction not to include a Person to whom obligations are owed on a joint or joint and several basis, then the obligations of each Guarantor incorporated under the laws of Canada or any province or territory therein, to the extent such obligations are secured, shall be several obligations and not joint or joint and several obligations. The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall will remain bound under this Article Ten 10 notwithstanding any extension or renewal of any Note Obligation. All payments under each such Notes Guarantee will be made in euro, in the case of the Euro Notes, and in U.S. dollars, in the case of the Dollar Notes. (b) The Each of the Guarantors hereby agree agrees that their its obligations hereunder are unconditional and shall be as if they it were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidityvalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Company with respect thereto by the Holders Holders, the Trustee or the TrusteeNotes Collateral Agent, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor or defense of a guarantor (except payment in full); provided, that however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors relevant Guarantor increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Each of the Guarantors hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuerthe Company, any right to require that the Trustee or the Notes Collateral Agent pursue or exhaust its legal or equitable remedies against either Issuer the Company prior to exercising its rights under a the Notes Guarantee (including, for the avoidance of doubt, any right which a any Guarantor may have to require the seizure and sale of the assets of such Issuer the Company to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such any Guarantor or its assets), protest or notice with respect to any Note or the Debt Indebtedness evidenced thereby and all demands whatsoever, and each covenant covenants that their Guarantee the Notes Guarantees will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.0410.4. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuerthe Company, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Each of the Guarantors also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this Section 10.0110.1. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (i) The Parent Each Guarantor hereby fully andjointly and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, (a) the full and punctual payment of principal of, premium, if any, interestand interest and Additional Interest, if any, and Additional Amountson the Notes when due, if anywhether at maturity, onby acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations Obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Notes and (b) the full and punctual performance within applicable grace periods of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms all of this Indenture (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Ten XII notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Guarantee will be made in euroEach Guarantor waives presentation to, in demand of, payment from and protest to the case Company of any of the Euro NotesGuaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any 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, and in dollars, in the case of the Dollar Notes. Notes or any other agreement or otherwise; (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity extension or unenforceability renewal of any Note Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, Notes or any other circumstance which may otherwise constitute a legal agreement; (d) the release of any security held by any Holder or equitable discharge the Trustee for the Guaranteed Obligations or any of a surety them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase Guaranteed Obligations; or (f) any change in the principal amount ownership of such Guarantor, except as provided in Section 12.02(b). Each Guarantor further agrees that its Note Guarantee herein constitutes a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of either Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, any security held for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale payment of the assets Guaranteed Obligations. The obligations of such Issuer each Guarantor hereunder shall not be subject to satisfy 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 outstanding principal ofinvalidity, interest on illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other amount payable under each Note prior agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to recourse against such do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor further agrees that its assets)Note Guarantee herein shall continue to be effective or be reinstated, protest or notice with respect to any Note or as the Debt evidenced thereby and all demands whatsoevercase may be, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If if at any time payment, or any payment part thereof, of principal ofof or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any 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 Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, premiumupon the failure of the Company to pay the principal of or interest, premium or Additional Interest, 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 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 Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest, if any, or premium and Additional AmountsInterest, if any, on such Note is rescinded or must be otherwise restored or returned upon Guaranteed Obligations (but only to the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the date Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such rescissionGuaranteed Obligations as provided in Article VI, restoration such Guaranteed Obligations (whether or returns as though such payment had not due and payable) shall forthwith become due but had not been made at and payable by such times. (c) The Guarantors Guarantor for the purposes of this Section. Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees' fees and expenses) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01Section. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully and, subject to including any limitations set forth in any notation of Guarantee and the limitations on the effectiveness and enforceability set forth in Section 10.049.3, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecuredsecured, joint and several basis, in each case to each Holder and to the Trustee the Collateral Agent and its their respective successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, or interest, if any, and Additional Amountson, if any, onthe Notes, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if anyCollateral Agent) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”)Indenture. The Guarantors further agree that the Obligations Notes guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall will remain bound under this Article Ten IX notwithstanding any extension or renewal of any Obligationobligation guaranteed hereby. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders or the TrusteeTrustee or the Collateral Agent, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee or the Collateral Agent pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.049.3. If at any time any payment of the principal of, premium, if any, or interest, if any, or Additional Amountson, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 10.019.1. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully andjointly and severally, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04fully, unconditionally guarantees, on a senior, unsecured, joint and several basisirrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, on behalf of each such Holder, that: (i) the full payment principal of principal of, and premium, if anyany and interest on the Notes shall be paid in full when due, interestwhether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and Additional Amountsinterest on any overdue interest, if any, onto the extent lawful, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations Issuer to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by Holders or the Trustee hereunder or its agent pursuant to and thereunder shall be paid in full or performed, all in accordance with this Indenturethe terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligationrenewal, whether at Stated Maturity, by acceleration or otherwise. All payments under each Guarantee will be made in euro, in the case Each of the Euro Notes, Note Guarantees shall be a guarantee of payment and in dollars, in the case not of the Dollar Notescollection. (b) The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be as if they were each principal debtor and not merely suretyunconditional, unaffected byirrespective of the validity, and irrespective of, any invalidity, irregularity regularity or unenforceability enforceability of any Note the Notes or this Indenture, the absence of any failure action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any Note or this Indenturejudgment against the Company, any waiver, modification or indulgence granted action to enforce the Issuers with respect thereto by the Holders or the Trustee, same or any other circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor Guarantor. (except payment in full); provided, that notwithstanding c) Each Guarantor hereby waives the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent benefits of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of for payment, filing of claims with a court in the event of merger insolvency or bankruptcy of either Issuerthe Company, any right to require that a proceeding first against the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on Company or any other amount payable under each Note prior to recourse against such Guarantor or its assets)Person, protest or protest, notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, whatsoever and each covenant covenants that their the Note Guarantee will of such Guarantor shall not be discharged with respect as to any Note except by payment in full complete performance of the principal thereof obligations contained in such Note and interest thereon such Note Guarantee or as otherwise provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, including Section 10.04directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. If at Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any time any payment of principal ofthe Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, premium, if any, interest, if anyto collect interest on the Notes, or Additional Amounts, if any, on such Note is rescinded to enforce or must be otherwise restored exercise any other right or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder remedy with respect to the Notes, such payment Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. in full force and effect. This paragraph (cd) The Guarantors also agree to pay shall remain effective notwithstanding any and all costs and expenses (including reasonable attorneys’ fees) Incurred contrary action which may be taken by the Trustee or any Holder in enforcing any rights under reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Section 10.01Indenture. (de) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Note Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee , notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Existing Unsecured Notesobligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor.

Notes Guarantees. (ia) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a an unsecured, senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully and, subject in each case to the Agreed Security Principles and Agreed Guarantee Principles, including any limitations set forth in any notation of Guarantee and the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecuredsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations Obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”)Indenture. The Guarantors further agree that the Obligations guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall will remain bound under this Article Ten notwithstanding any extension or renewal of any ObligationObligation guaranteed hereby. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); providedprovided that, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either any Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either any Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer the Issuers to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuerthe Issuers, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in U.S. dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, an unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall will remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); providedprovided that, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee Guarantor agrees and each Holder by accepting a Note agrees, for the benefit of the holders of Senior Debt from time to time of such Guarantor, that prior to the date upon which any Senior Debt of a Guarantor hereunder is on parity with has been unconditionally discharged in full, the obligations of such Guarantor under its Guarantee may not become due, and the Holders and the Trustee may not take any Enforcement Action against such Guarantor without the prior consent of the applicable Senior Agent or Agents unless: (i) an Event of Default specified in Section 6.01(a)(x) or (xi) has occurred in relation to such Guarantor’s guarantee ; or (ii) the holders of Designated Senior Debt have taken any Enforcement Action in relation to such Guarantor; or (iii) a Default has occurred under the Notes; and (A) the Holders or the Trustee has notified the applicable Senior Agents; (B) a period of not less than 90 days (in the case of a payment default) or 179 days (in the case of a non-payment default) has passed from the date the applicable Senior Agents were first notified of the Existing Unsecured NotesDefault (a “Standstill Period”); and (C) at the end of the Standstill Period, the Default is continuing and has not been waived by the Holders.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, an unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall will remain bound under this Article Ten 10 notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); providedprovided that, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee Guarantor agrees and each Holder by accepting a Note agrees, for the benefit of the holders of Senior Debt from time to time of such Guarantor, that prior to the date upon which any Senior Debt of a Guarantor hereunder is on parity with has been unconditionally discharged in full, the obligations of such Guarantor under its Guarantee may not become due, and the Holders and the Trustee may not take any Enforcement Action against such Guarantor without the prior consent of the applicable Senior Agent or Agents unless: (i) an Event of Default specified in Section 6.01(a)(x) or (xi) has occurred in relation to such Guarantor’s guarantee ; or (ii) the holders of Designated Senior Debt have taken any Enforcement Action in relation to such Guarantor; or (iii) a Default has occurred under the Existing Unsecured Notes.; and

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully and, subject to the Agreed Guarantee Principles, including any limitations set forth in any notation of Guarantee and the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture10.03, unconditionally guarantees, on a senior subordinated, unsecuredsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations Obligations of the Issuers Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors Each Guarantor further agree agrees that the Obligations guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors such Guarantor and that the Guarantors such Guarantor shall remain bound under this Article Ten notwithstanding any extension or renewal of any ObligationObligation guaranteed hereby. All payments under each Guarantee will shall be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be as if they it were each the principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); providedprovided that, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors Guarantor increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors Each Guarantor hereby waive waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant covenants that their its Guarantee will shall not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.0410.03. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either the Issuer, the Guarantors’ Guarantor’s obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (a) (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a seniorfirst priority (subject to Permitted Collateral Liens), unsecuredsenior secured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior subordinated, unsecuredsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in U.S. dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand ​ ​ of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, senior unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in U.S. dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Subsidiary Guarantor agrees and each Holder by accepting a Note agrees, for the benefit of the holders of Senior Debt from time to time of such Subsidiary Guarantor, that prior to the date upon which any Senior Debt of a Subsidiary Guarantor has been unconditionally discharged in full, the obligations of such Subsidiary Guarantor under its Guarantee may not become due, and neither the Holders nor the Trustee may take any Enforcement Action against such Subsidiary Guarantor without the prior consent of the applicable Senior Agent or Senior Agents unless: (i) an Event of Default specified in Section 6.01(a)(viii) or (ix) has occurred in relation to such Subsidiary Guarantor; or (ii) the holders of Designated Senior Debt have taken any Enforcement Action in relation to such Subsidiary Guarantor; or (iii) a Default has occurred under the Notes; and (A) the Holders or the Trustee has notified the applicable Senior Agents; and (B) a period of not less than 90 days (in the case of a default specified under Sections 6.01(a)(i) or (ii) or 179 days (in the case of a non-payment default specified under Sections 6.01(a)(iii), (iv), (v), (vi) or (vii)) has passed from the date the applicable Senior Agents were first notified of the Default (a “Standstill Period”); and (C) at the end of the Standstill Period, the Default is continuing and has not been waived by the Holders. (e) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (a) (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, senior unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, any on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in U.S. dollars, in the case of the Dollar Notes. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of either Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, ​ including Section 10.04. If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on such Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) Each Subsidiary Guarantor agrees and each Holder by accepting a Note agrees, for the benefit of the holders of Senior Debt from time to time of such Subsidiary Guarantor, that prior to the date upon which any Senior Debt of a Subsidiary Guarantor has been unconditionally discharged in full, the obligations of such Subsidiary Guarantor under its Guarantee may not become due, and neither the Holders nor the Trustee may take any Enforcement Action against such Subsidiary Guarantor without the prior consent of the applicable Senior Agent or Senior Agents unless: (i) an Event of Default specified in Section 6.01(a)(viii) or (ix) has occurred in relation to such Subsidiary Guarantor; or (ii) the holders of Designated Senior Debt have taken any Enforcement Action in relation to such Subsidiary Guarantor; or (iii) a Default has occurred under the Notes; and (A) the Holders or the Trustee has notified the applicable Senior Agents; and (B) a period of not less than 90 days (in the case of a default specified under Sections 6.01(a)(i) or (ii) or 179 days (in the case of a non-payment default specified under Sections 6.01(a)(iii), (iv), (v), (vi) or (vii)) has passed from the date the applicable Senior Agents were first notified of the Default (a “Standstill Period”); and (C) at the end of the Standstill Period, the Default is continuing and has not been waived by the Holders. (e) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee of the Existing Unsecured Notes.

Notes Guarantees. (ia) The Parent Each Guarantor hereby fully andjointly and severally, subject to the limitations on the effectiveness irrevocably and enforceability set forth in Section 10.04, unconditionally guarantees, on as a senior, unsecured, joint primary obligor and several basis, and (ii) each Subsidiary Guarantor by execution of not merely as a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, surety on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, (i) the full and punctual payment when due, whether at the respective Final Maturity Date, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee and the other Indenture Agents) and the Notes, whether for payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, or interest on and in respect of the Notes and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes and (including ii) the full and punctual performance within applicable grace periods of all other obligations to of the Trustee Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Ten 10 notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The Guarantors hereby agree that their obligations of each Guarantor hereunder shall not be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability affected by (i) the failure of any Note Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the TrusteeNotes, or any other circumstance which may otherwise constitute a legal agreement or equitable discharge otherwise; (ii) any extension or renewal of a surety this Indenture, the Notes or guarantor any other agreement; (except payment in full); providediii) any rescission, that notwithstanding the foregoing, no such waiver, modification, indulgence amendment or circumstance shall without the written consent modification of any of the Guarantors increase terms or provisions of this Indenture, the principal amount Notes or any other agreement; (iv) the release of a Note any security held by any Holder or the interest rate thereon Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the currency ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment with respect of the Issuer’s or such Guarantor’s obligations hereunder prior to any Note, amounts being claimed from or alter paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Notes Guarantee herein constitutes a guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of either Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against either Issuer prior to exercising its rights under a Guarantee (including, any security held for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale payment of the assets Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of such Issuer each Guarantor hereunder shall not be subject to satisfy 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 outstanding principal ofinvalidity, interest on illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other amount payable under each Note prior 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 recourse against such do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its assets), protest or notice with respect to any Note or the Debt evidenced thereby Notes Guarantee shall remain in full force and all demands whatsoever, and each covenant that their Guarantee will not be discharged with respect to any Note except by effect until payment in full of all the principal thereof and interest thereon Guaranteed Obligations. Each Guarantor further agrees that its Notes Guarantee herein shall continue to be effective or be reinstated, as otherwise provided in this Indenturethe case may be, including Section 10.04. If if at any time payment, or any payment part thereof, of principal ofof or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal or premium, if any, interestof 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 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 Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount and premium, if any, or Additional Amountsof such Guaranteed Obligations, if any, (ii) accrued and unpaid interest on such Note is rescinded or must be otherwise restored or returned upon Guaranteed Obligations (but only to the insolvency, bankruptcy or reorganization extent not prohibited by applicable law) and (iii) all other monetary obligations of either Issuerthe Issuer to the Holders, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of Trustee and the date of such rescission, restoration or returns as though such payment had become due but had not been made at such timesother Indenture Agents. (ch) The Guarantors Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Notes 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 Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. (i) Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) Incurred incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 10.01. (dj) Each Guarantee of a Guarantor hereunder is on parity with such Guarantor’s guarantee Upon request of the Existing Unsecured NotesTrustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.