Common use of Notes Guarantees Clause in Contracts

Notes Guarantees. Each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest, on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the 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 Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each 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, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 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 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 Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any 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, on 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, 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 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 Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretysenior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by accelerationif any, by redemption or otherwise, subject to any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in euro, demand 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, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred Incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 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) Each Subsidiary Guarantor hereby jointly fully guarantees, on a secured, senior, joint and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder of Notes and to the Trustee and its successors and assigns (a) on behalf of each Holder of Notes, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Subsidiary Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Subsidiary Guarantors and that each such Guarantor the Subsidiary Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, All payments under each Guarantee shall be made in Euro. Failing payment from and protest to the Company when due of any of amount so guaranteed or any performance so guaranteed for whatever reason, the Guaranteed Obligations Subsidiary Guarantors will be jointly and also waives notice of protest for nonpaymentseverally obligated to pay the same immediately. Each Subsidiary 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, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes this is a Guarantee guarantee of payment, performance and compliance when due (payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder are unconditional, unaffected by, and waives 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 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 the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein covenant that their Guarantee shall not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, the Subsidiary Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Subsidiary Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder of Notes in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. Each Guarantor hereby jointly and severally severally, irrevocably and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the Notes and obligations of the Company hereunder and thereunder and the obligations of the Company and each other Guarantor under the Security Documents, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and its successors and assigns on behalf of such Holder, that: (a1) the principal of (and premium, if any) and interest on the Notes shall be paid in full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of principal ofthe automatic stay under Section 362(a) of the Bankruptcy Law), premiumsubject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, on to the Securities 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 the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when duedue or performed in accordance with the terms of the extension or renewal, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, subject to any applicable grace period, and all other monetary subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereof. (a) Each Guarantor hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the Company under validity, regularity or enforceability of the Notes or this Indenture Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor (including obligations to other than payment in full of the Trustee) principal of, and premium and interest, if any, on, the Securities and Notes). (b) Each Guarantor hereby waives (to the full and punctual performance within applicable grace periods extent permitted by law) the benefits of all other Obligations diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company whether for expensesCompany, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each 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 to require a proceeding first against the Company or any other Person under this IndenturePerson, protest, notice and all demands whatsoever and covenants that the Securities or Notes Guarantee of such Guarantor shall not be discharged as to any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any Note except by complete performance of the terms or provisions of obligations contained in such Note, this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of Indenture and such GuarantorNotes Guarantee. Each Guarantor further agrees acknowledges that its Note the Notes Guarantee herein constitutes is a Guarantee guarantee of payment, performance and compliance when due (and not a guarantee of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, 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 waives conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Notes Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to require the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any resort be had by of the Holders. (c) If any Holder or the Trustee to is required by any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired court or otherwise affected by to return to the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Company or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of 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 Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentGuarantor, or any part thereofcustodian, of principal of trustee, liquidator 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 other similar official acting in relation to either the Company or otherwise. In furtherance any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each 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 cashGuarantors, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligationsextent theretofore discharged, (ii) accrued and unpaid interest, premium, if any, on 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 reinstated in full of all Guaranteed Obligationsforce and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of any Note the Notes Guarantee herein, of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such Guaranteed Obligations obligation as provided in Article FiveFive hereof, such Guaranteed Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purposes purpose of this Sectionthe 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 the Notes Guarantees. (d) Each Guarantor also agrees Notes Guarantee shall remain in full force and effect and continue to pay be effective should any and 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 receiver or trustee be appointed for all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in enforcing amount, or must otherwise be restored or returned by any rights under this Sectionobligee 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. (a) Each Guarantor hereby jointly made party to this Indenture shall, fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantee, on an unsecured, senior subordinated, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor made party to this indenture shall further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, Guarantor and that each such Guarantor shall will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in dollars. (b) The Guarantors made party to this Indenture shall agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuer with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that, notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification circumstance shall without the written consent of any such Guarantors increase the principal amount of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee Stated Maturity thereof. The Guarantors made party to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee this Indenture shall waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and each shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, any Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of times. (c) The Guarantors made party to this Section. Each Guarantor Indenture shall also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. Each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interestinterest and Additional Interest, if any, on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations Obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities 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 Securities Notes (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Thirteen XII notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities 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, the Securities Notes or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor, except as provided in Section 12.02(b). Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of 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 Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any 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 interest, premium or premiumAdditional 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, premiumpremium and Additional Interest, if any, on 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, 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 Five 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 Guaranteed Obligations as provided in Article FiveVI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior secured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretyfirst priority (subject to Permitted Collateral Liens), senior secured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in euro, demand 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, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred Incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. Each Guarantor (a) The New Guarantor[s] hereby jointly fully and severally unconditionally guarantee[s], on a senior, joint and irrevocably guarantees as a primary obligor and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under the Indenture, this Supplemental Indenture and the Notes (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Securities Trustee or its agent pursuant to and (b) in accordance with the full Indenture when and punctual performance within applicable grace periods of all other Obligations as the same shall become due and payable, in accordance with the terms of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The New Guarantor[s] further agrees agree[s] that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the New Guarantor[s] and that each such Guarantor shall the New Guarantor[s] will remain bound under this Article Thirteen 2 notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Guarantee will be made in U.S. Dollars. (b) [Each Guarantor waives presentation toof the][The] New Guarantor[s] hereby agrees that its obligations hereunder shall be as if [it][each] were principal debtor and not merely surety and shall be absolute, demand full and unconditional, unaffected by, and irrespective of, payment from and protest any invalidity, irregularity or unenforceability of any Note, the Indenture or this Supplemental Indenture, any failure to enforce the provisions of any Note, the Indenture or this Supplemental Indenture, any waiver, modification or indulgence granted to the Company of any of Issuer with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, however, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions New Guarantor[s] increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any alter the Stated .Maturity thereof. [Each of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee the][The] New Guarantor[s] hereby waives diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall [each] covenants that its Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired as otherwise provided in the Indenture or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under in this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 2.04 herein. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of New Guarantor[‘s][s’] obligations hereunder with respect to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as of the Company to date of such rescission, restoration or return as though such payment had become due but had not been made at such times. Neither a failure nor a delay on the Holders and part of either the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to Trustee or the Holders in respect exercising any right, power or privilege under this Article 2 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any Guaranteed Obligations guaranteed hereby until payment in full right, power or privilege. The rights, remedies and benefits of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, Trustee and the Holders expressed in this Article 2 are cumulative and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes exclusive of any Note Guarantee hereinother rights, notwithstanding any stayremedies or benefits which either may have under this Article 2 at law, injunction in equity, by statute or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and otherwise. (yc) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor The New Guarantor[s] also agrees agree[s] to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 2.01. (d) Upon request of the Trustee, each New Guarantor shall execute and deliver such instruments and do such further acts as may be reasonably necessary to give effect to this Supplemental Indenture.

Notes Guarantees. Each Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally unconditionally and severally, irrevocably guarantees Guarantee, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) on a senior basis the full and punctual payment of principal of, premium, if any, and interest, on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, subject to any applicable grace period, and of all other monetary payment obligations of the 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 Issuer under this Indenture and the Securities (all Notes, whether for payment of the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended principal of, or renewed, in whole interest on or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand respect of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Notes, fees, expenses, indemnification or the Guaranteed Obligationsotherwise. The obligations of each any Guarantor will be contractually limited under its Notes Guarantee to reflect limitations under Applicable Law and the Agreed Guarantee Principles, including, among other things, with respect to general statutory limitations, financial assistance, corporate benefit and 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 same terms as the Notes Guarantees. For purposes of this Indenture, references to the Notes Guarantees include references to any Additional Notes Guarantees and references to the Guarantors include references to any Additional Guarantors. (b) Subject to this Article 10, the Guarantors hereby agree that their obligations hereunder shall are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Notes Guarantee will not be affected discharged except by complete performance of the obligations contained in the Notes and this Indenture. (ac) the failure of If any Holder or the Trustee is required by any court or otherwise to assert any claim or demand or return to enforce any right or remedy against the Company Issuer, the Guarantors or any Custodian, trustee, liquidator or other Person under similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this IndentureNotes Guarantee, to the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionextent theretofore discharged, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; will be reinstated in full force and effect. (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 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 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 Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any 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, on 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 will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations Guaranteed Obligationshereby. Each Guarantor further agrees that, as between itthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of any Note Guarantee hereinthis Notes Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article Five6 hereof, such Guaranteed Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by such Guarantor the Guarantors for the purposes purpose of this SectionNotes Guarantee. Each The Guarantors will have the right to seek contribution from any non-paying Guarantor also agrees 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 pay any time designate a Restricted Subsidiary as an additional Guarantor of the Notes (an “Additional Guarantor” and all costs its guarantee an “Additional Notes Guarantee”) by causing it to execute and expenses (including reasonable attorneys' fees and expenses) incurred by deliver to the Trustee or any Holder a supplemental indenture in enforcing any rights under the form attached to this SectionIndenture, pursuant to which such Restricted Subsidiary will become a Guarantor.

Notes Guarantees. Each Guarantor (a) The Guarantors hereby jointly fully and severally unconditionally guarantee on a senior, joint and irrevocably guarantees as a primary obligor and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Securities Trustee or its agent pursuant to 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 in accordance with this Indenture when and as the Securities same shall become due and payable, in accordance with the terms of this Indenture (all of the foregoing being hereinafter collectively called the "Guaranteed “Guarantor Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantor and that each such Guarantor shall the Guarantors will remain bound under this Article Thirteen XV notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Guarantee will be made in U.S. Dollars. (b) Each Guarantor waives presentation toof the Guarantors hereby agrees that its obligations hereunder shall be as if each were principal debtor and not merely surety and shall be absolute, demand full and unconditional, unaffected by, and irrespective of, payment from and protest any invalidity, irregularity or unenforceability of any Note, this Indenture, any failure to enforce the provisions of any Note, this Indenture, any waiver, modification or indulgence granted to the Company of any of Issuer with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, however, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor Stated Maturity thereof. Each of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee Guarantors hereby waives diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall covenants that its Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 15.04 herein. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Guarantors’ obligations hereunder with respect to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as of the Company to date of such rescission, restoration or return as though such payment had become due but had not been made at such times. Neither a failure nor a delay on the Holders and part of either the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to Trustee or the Holders in respect exercising any right, power or privilege under this Article XV shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any Guaranteed Obligations guaranteed hereby until payment in full right, power or privilege. The rights, remedies and benefits of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, Trustee and the Holders expressed in this Article XV are cumulative and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes exclusive of any Note Guarantee hereinother rights, notwithstanding any stayremedies or benefits which either may have under this Article XV at law, injunction in equity, by statute or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and otherwise. (yc) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 15.01.

Notes Guarantees. (a) Each Guarantor of the Guarantors hereby jointly fully and severally unconditionally guarantees, on a joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities Agents hereunder and (bthe obligation to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Note Obligations"”). Each 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 agrees agree that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor shall the Guarantors will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Note Obligation. All payments under such Notes Guarantee will be made in U.S. dollars. (b) Each Guarantor waives presentation toof the Guarantors hereby agrees that its obligations hereunder are unconditional and shall be as if it were principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest any validity, 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 Company of any of with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under Holders, the Securities Trustee 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 Notes Collateral Agent, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor or defense of a guarantor (except payment in full); provided, however, that, notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions relevant Guarantor increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor Stated Maturity thereof. Each of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee Guarantors hereby waives diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Company, any right to require that any resort be had by any Holder the Trustee or the Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment Notes Collateral Agent pursue or termination for any reason, including any claim of waiver, release, surrender, alteration exhaust its legal or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 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 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 Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of equitable remedies against the Company or otherwise. In furtherance prior to exercising its rights under the Notes Guarantee (including, for the avoidance of the foregoing and not in limitation of doubt, any other right which any Holder or Guarantor may have to require the Trustee has at law or in equity against any Guarantor by virtue hereof, upon seizure and sale of the failure assets of the Company to pay satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against any Guarantor or its assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that 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 10.4. If at any time any payment 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Company, the Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 date of such rescission, restoration or returns as provided in Article Five for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing though such acceleration in respect payment had become due but had not been made at such times. (c) Each of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor Guarantors also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this SectionSection 10.1.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior secured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretyfirst priority (subject to Permitted Collateral Liens), senior secured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in euro, demand 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, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. Each (a) (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior secured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretyfirst priority (subject to Permitted Collateral Liens), senior secured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in U.S. dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand ​ ​ of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. Each (a) (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a senior unsecured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretysenior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in U.S. dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity​ including Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 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) Each Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on an unsecured, senior subordinated, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor shall the Guarantors will remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuer with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that, notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, the Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01. (d) Each 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 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; 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 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.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a senior unsecured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretysenior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in U.S. dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 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) Each Subsidiary Guarantor hereby jointly fully guarantees, on a secured, senior subordinated, joint and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder holder of Notes and to the Trustee and its successors and assigns (a) on behalf of each holder of Notes, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Subsidiary Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Subsidiary Guarantors and that each such Guarantor shall the Subsidiary Guarantors will remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in Euro. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company Issuer with respect thereto by the holders of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Subsidiary Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Subsidiary Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, the Subsidiary Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Subsidiary Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder holder of Notes in enforcing any rights under this SectionSection 10.01. (d) Each 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 (provided that such insolvency or reorganization events are not the result of actions by the holders of the 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. (a) Each Guarantor hereby jointly and severally severally, irrevocably and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a suretysurety on a senior basis, to each Holder and to the Trustee and its successors and assigns (ai) 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, on, or interest on and interest, on in respect of the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, Notes and all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other Obligations obligations of the Company Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all of the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Notes or the other Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Securities Notes, or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes or any Guaranteed Obligationsother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the 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 of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Notes Guarantee herein constitutes a Guarantee guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The . (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of 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 Notes Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Notes Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on, or any other amount due in respect of or interest on constituting any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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 Company Issuer to pay the principal of or interest or of, premium, if any, on or interest 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, premium, if any, interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Guaranteed Obligations obligations of the Company Issuer to the Holders Holders, the Trustee 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 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 Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionIndenture Agents.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretysenior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by accelerationif any, by redemption or otherwise, subject to any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in U.S. dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Sectiontimes.

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, subject in each case to the Agreed Security Principles and severally 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 secured, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations Obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations")Indenture. Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor shall the Guarantors will remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed ObligationObligation guaranteed hereby. Each Guarantor waives presentation toAll payments under each Guarantee will be made in dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that, notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of any Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against any resort be had by Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any Holder right which a Guarantor may have to require the seizure and sale of the assets of 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuers, the Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior secured, joint and irrevocably guarantees as several basis, and (ii) each Subsidiary Guarantor by execution of a primary obligor supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and not merely as enforceability set forth in such supplemental indenture, unconditionally guarantees, on a suretyfirst priority (subject to Permitted Collateral Liens), senior secured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in euro. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders ​ ​ 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that notwithstanding the foregoing, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on an unsecured, senior subordinated, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor shall the Guarantors will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuer with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that, notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, the Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01. (d) Each 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 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; 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

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, including any limitations set forth in any notation of Guarantee and severally the limitations on the effectiveness and enforceability set forth in Section 9.3, unconditionally guarantees, on a secured, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder and to the Trustee the Collateral Agent and its their respective successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premiumor interest, if any, and intereston, on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace periodNotes, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities Collateral Agent) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations")Indenture. Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations Notes guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor shall the Guarantors will remain bound under this Article Thirteen IX notwithstanding any extension or renewal of any Guaranteed Obligationobligation guaranteed hereby. Each Guarantor waives presentation toAll payments under each Guarantee will be made in dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuer with respect thereto by the Guaranteed 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 Holders or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Collateral Agent, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that, notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that any resort be had by any Holder the Trustee or the Trustee Collateral Agent pursue or exhaust its legal or equitable remedies against 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 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 security held for 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 9.3. If at any time any payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligationsprincipal of, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of 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 Note Guarantee herein shall continue to be effective or be reinstated, as the case may beinterest, if at any time paymentany, or any part thereofon, of principal of or interest on any Guaranteed Obligation such Note is rescinded or must be otherwise be restored by any Holder or the Trustee returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise. In furtherance Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as 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 date of such Guaranteed Obligationsrescission, (ii) accrued and unpaid interest, premium, if any, on restoration or returns as though 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, 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 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 Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this SectionSection 9.1.

Notes Guarantees. (a) Each Guarantor hereby jointly and severally severally, fully, unconditionally and irrevocably guarantees as a primary obligor the Notes and not merely as a suretyobligations of the Issuer hereunder and thereunder, and 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 such Holder, that: (ai) the principal of and premium, if any and interest on the Notes shall be paid in full and punctual payment when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of principal ofthe automatic stay under Section 362(a) of the Bankruptcy Law), premiumtogether with interest on the overdue principal, if any, and interest on any overdue interest, on to the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace periodextent lawful, and all other monetary obligations of the Company under this Indenture (including obligations Issuer to the Trustee) Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and the Securities thereof; and (bii) the full and punctual performance within applicable grace periods in case of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Thirteen notwithstanding any extension of time of payment or renewal of any Guaranteed ObligationNotes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantees shall be a guarantee of payment and not of collection. (b) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives presentation tothe benefits of diligence, presentment, demand offor payment, payment from and protest to filing of claims with a court in the Company event of any insolvency or bankruptcy of the Guaranteed 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 Company, any right or remedy to require a proceeding first against the Company or any other Person under Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as 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, directly against each of the Securities Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other agreement Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or provisions to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of this Indenturethe Holders, upon demand therefor, the Securities amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any other agreement; of the Holders. (d) the release of any security held by If any Holder or the Trustee for is required by any court or otherwise to return to the Guaranteed Obligations Issuer or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 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 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 Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereofcustodian, of principal of trustee, liquidator 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, on 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 similar official acting in relation to the Holders in respect Issuer or any Guarantor, any amount paid by any of any Guaranteed Obligations guaranteed hereby until payment them to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of all Guaranteed Obligations. this Indenture. (e) Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of any the Note Guarantee hereinof such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations obligations as provided in Article FiveVI hereof, such Guaranteed Obligations obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor for the purposes purpose of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this SectionNote Guarantee of such Guarantor.

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on an unsecured, senior subordinated, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor shall the Guarantors will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuer with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided that, notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, the Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01. (d) Each 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 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; 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 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.

Notes Guarantees. (a) Each Subsidiary Guarantor hereby jointly fully guarantees, on a secured, senior subordinated, joint and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, in each case to each Holder of Notes and to the Trustee and its successors and assigns (a) on behalf of each Holder of Notes, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Subsidiary Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Subsidiary Guarantors and that each such Guarantor shall the Subsidiary Guarantors will remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in Euro. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company Issuer with respect thereto by the Holders of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Subsidiary Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Subsidiary Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, the Subsidiary Guarantors’ obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor times. (c) The Subsidiary Guarantors also agrees agree to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder of Notes in enforcing any rights under this SectionSection 10.01. (d) Each 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 (provided that such insolvency or reorganization events are not the result of actions by the Holders of the 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. (a) Each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees as a primary obligor guarantees, jointly and not merely as a suretyseverally, to each Holder Securityholder and to the Trustee and its respective successors and assigns (a) the full and punctual payment of principal of, premium, if any, of and interest, interest on the Securities Notes when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other Obligations obligations of the Company whether for expenses, indemnification or otherwise Issuer under this Indenture and the Securities Notes (all of the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, Guarantor and that each such Guarantor shall will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpaymentnon- payment. Each Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a1) the failure of any Holder Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person (including any Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (b2) any extension or renewal of any Guaranteed Obligationsthereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d4) the release of any security held by any Holder Securityholder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.07, any change in the ownership of such Guarantor. . (c) Each Guarantor further agrees that its Note Notes Guarantee herein constitutes a Guarantee guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder Securityholder or the Trustee to any security held for payment of the Guaranteed Obligations. The . (d) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any such Guarantor or would otherwise operate as a discharge of any such Guarantor as a matter of law or equity. . (e) Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Securityholder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder Securityholder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company Issuer 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 Securityholders or the Trustee an amount equal to the sum of (iA) the unpaid principal amount of such Guaranteed Obligations, (iiB) accrued and unpaid interest, premium, if any, interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiiC) all other monetary Guaranteed Obligations of the Company Issuer to the Holders Securityholders and the Trustee. . (g) 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 Securityholders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of any Note 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 (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, 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 agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expensesattorneys‟ fees) incurred by the Trustee or any Holder Securityholder in enforcing any rights under this Section.

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, subject to the Agreed Guarantee Principles, including any limitations set forth in any notation of Guarantee and severally the limitations on the effectiveness and enforceability set forth in Section 10.03, unconditionally guarantees, on a senior secured, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by acceleration, by redemption or otherwise, subject to if any applicable grace periodon, and all other monetary obligations Obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor further agrees that the Guaranteed Obligations guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, Guarantor and that each such Guarantor shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed ObligationObligation guaranteed hereby. All payments under each Guarantee shall be made in dollars. (b) Each Guarantor hereby agrees that its obligations hereunder shall be as if it were 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 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); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantor increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Guarantor hereby waives presentation todiligence, presentment, demand of, payment from and protest to the Company of any of the Guaranteed 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, the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any resort be had by right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein covenants that its Guarantee shall not be discharged with respect to any Note except by payment in full of the principal thereof and interest thereon or impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.03. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only to Note is rescinded or must be otherwise restored or returned upon the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations insolvency, bankruptcy or reorganization of the Company Issuer, the Guarantor’s obligations hereunder with respect to the Holders and the Trustee. Each Guarantor agrees that it such payment 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, reinstated 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. times. (c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses’ fees) incurred by the Trustee or any Holder in enforcing any rights under this SectionSection 10.01.

Notes Guarantees. Each (a) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severally enforceability set forth in Section 10.04, unconditionally guarantees, on an unsecured, senior, joint and irrevocably guarantees as a primary obligor and not merely as a suretyseveral basis, to each Holder and to the Trustee and its successors and assigns (a) on behalf of each Holder, the full and punctual payment of principal of, premium, if any, and interest, on the Securities when dueif any, whether at maturityand Additional Amounts, by accelerationif any, by redemption or otherwise, subject to any applicable grace periodon, and all other monetary obligations of the Company Issuers under this Indenture and the Notes (including obligations to the Trustee) Trustee and the Securities obligations to pay Additional Amounts, if any) with respect to each Note authenticated and (b) delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the "Guaranteed “Obligations"”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article Thirteen Ten notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation toAll payments under each Guarantee will be made in dollars. (b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, demand unaffected by, and irrespective of, payment from and protest 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 Company of any of Issuers with respect thereto by the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Holders 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 Trustee, or any other Person under this Indenturecircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescissionforegoing, no such waiver, amendment modification, indulgence or modification of any circumstance shall without the written consent of the terms or provisions Guarantors increase the principal amount of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder a Note or the Trustee for interest rate thereon or change the Guaranteed Obligations currency of payment with respect to any Note, or any of them; (e) alter the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such GuarantorStated Maturity thereof. Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee The Guarantors hereby waive diligence, presentment, demand of payment, performance and compliance when due (and not filing of claims with a guarantee court in the event of collection) and waives 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 resort be had by 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 Holder 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 Trustee to any security held for payment of the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromiseDebt evidenced thereby and all demands whatsoever, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 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 impaired or as otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under provided in this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equityincluding Section 10.04. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if If at any time payment, or any part thereof, payment of principal of 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 interestof, premium, if any, interest, if any, or Additional Amounts, if any, on such Guaranteed Obligations (but only 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 the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations such payment shall be reinstated as 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, 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 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 date of such Guaranteed Obligations rescission, restoration or returns as provided in Article Five, though such Guaranteed Obligations (whether or not due and payable) shall forthwith payment had become due and payable by but had not been made at such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Sectiontimes.

Notes Guarantees. (a) Each Guarantor hereby jointly and severally severally, irrevocably and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a suretysurety on a senior basis, to each Holder and to the Trustee and its successors and assigns (ai) 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, on, or interest on and interest, on in respect of the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, Notes and all other monetary obligations of the Company Issuer under this Indenture (including obligations to the Trustee) and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other Obligations obligations of the Company Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all of the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Securities Notes, or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes or any Guaranteed Obligationsother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the 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 of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Notes Guarantee herein constitutes a Guarantee guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The . (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each 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 Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of 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 Notes Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Notes Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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 Company Issuer to pay the principal of or interest or premium, if any, of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each 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, premium, if any, interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Guaranteed Obligations obligations of the Company Issuer to the Holders Holders, the Trustee and the Trustee. other Indenture Agents. (h) 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, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of any Note Notes Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this SectionSection 10.01. (j) Upon request of the Trustee, 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.