Common use of Notes Guarantees Clause in Contracts

Notes Guarantees. Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as primary obligor and not merely as 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 on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to any applicable grace period, and 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 validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the 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 (other than payment in full of the principal of, and premium and interest, if any, on, the Notes). (b) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Notes Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Notes Guarantee. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (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 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 the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on a senior, unsecured, joint and not merely as suretyseveral basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Company hereunder Issuers under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, howeverObligation. All payments under each Guarantee will be made in euro, in the case of clauses (1) the Euro Notes, and (2) abovein dollars, to in the limitation set forth in Section 1204 hereofcase of the Dollar Notes. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyeither 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 proceeding first against Guarantee (including, for the Company avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or byreorganization of either Issuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) Incurred by the Trustee or any of the Holders. (c) If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to rights under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 GuaranteesSection 10.01. (d) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part Guarantor hereunder is on parity with such Guarantor’s guarantee 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 amount, or must otherwise be restored or returned by any obligee on the Existing Unsecured 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. Each Guarantor hereby jointly and severallyOn the Issue Date, irrevocably and unconditionally guarantees, as primary obligor and there will not merely as 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 on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to any applicable grace period, and subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofGuarantors. (a) Each Guarantor hereby agrees that (made party to this Indenture shall, fully and, subject to the extent permitted limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantee, on an unsecured, senior subordinated, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by lawthe Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor made party to this indenture shall further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in dollars. (b) its The Guarantors made party to this Indenture shall agree that their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of such Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor hereby waives (Stated Maturity thereof. The Guarantors made party to the extent permitted by law) the benefits of this Indenture shall waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company 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 Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each shall covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy 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 reorganization of the Guarantors to enforce such Guarantor’s Notes Guarantee without first proceeding against the Company or Issuer, 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors made party to this Indenture shall also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. Each Guarantor hereby jointly and severally, severally unconditionally and irrevocably and unconditionally 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 on behalf of such Holder, that: its successors and assigns (1a) the full and punctual payment of principal of (and of, premium, if any) , and interest interest, on the Notes shall be paid in full Securities when due, whether at Stated Maturitymaturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturityacceleration, by acceleration redemption or otherwise, subject to any applicable grace period, and subjectall 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, howeverindemnification 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 the case 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 clauses (1) any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and (2) above, protest to the limitation set forth in Section 1204 hereof. 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) Each Guarantor hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence failure of any action Holder or the Trustee to assert any claim or demand or 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 (other than payment in full of the principal of, and premium and interest, if any, on, the Notes). (b) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first or remedy against the Company or any other PersonPerson under this Indenture, protestthe Securities or any other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, notice and all demands whatsoever and covenants that waiver, amendment or modification of any of the Notes Guarantee 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 shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Notes GuaranteeGuarantor. Each Guarantor acknowledges further agrees that the Notes its Note Guarantee is herein constitutes a guarantee Guarantee of payment, performance and compliance when due (and not a guarantee of collection. Each ) 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 Guarantors hereby agrees thatGuaranteed 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 event 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 default in payment 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) or interest , on such Noteany Guaranteed Obligation when and as the same shall become due, whether at its Stated Maturitymaturity, by acceleration, purchase by redemption or otherwise, legal proceedings may be instituted 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 on behalf ofTrustee, forthwith pay, or bycause to be paid, in cash, to the Holder Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such NoteGuaranteed Obligations, subject (ii) accrued and unpaid interest, premium, if any, on such Guaranteed Obligations (but only to the terms extent not prohibited by law) and conditions set forth in this Indenture, directly against each (iii) all other monetary Guaranteed Obligations of the Guarantors Company to enforce such Guarantor’s Notes Guarantee without first proceeding against the Company or any other GuarantorHolders and the Trustee. Each Guarantor agrees that if, after the occurrence and during the continuance it shall not be entitled to any right of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force and effectof all Guaranteed Obligations. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes any Note Guarantee of such Guarantor herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligation Guaranteed Obligations as provided in Article Five hereofFive, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose 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 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Trustee or any 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 Holder in enforcing any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedrights under this Section.

Notes Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, irrevocably and unconditionally fully guarantees, as primary obligor on a secured, senior, joint and not merely as suretyseveral basis, the Notes and obligations of the Company hereunder and thereunder and the obligations of the Company and in each other Guarantor under the Security Documents, and guarantees case to each Holder of a Notes and to the Trustee and its successors and assigns on behalf of each Holder of Notes, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewalrenewal of any Obligation. All payments under each Guarantee shall be made in Euro. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, whether at Stated Maturity, by acceleration or otherwise, subject the Subsidiary Guarantors will be jointly and severally obligated to any applicable grace period, pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and subject, however, in the case not a guarantee of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofcollection. (ab) Each Guarantor The Subsidiary Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be are unconditional, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders of Notes or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full 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 ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Subsidiary Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Subsidiary Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Subsidiary Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of the HoldersNotes in enforcing any rights under this Section 10.01. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. Each (a) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on an unsecured, senior, joint and not merely as suretyseveral basis, to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Company hereunder Issuers under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofdollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyeither 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 proceeding first against Guarantee (including, for the Company avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or byreorganization of either Issuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, payment shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee date of such Guarantor notwithstanding any stayrescission, injunction restoration or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all returns as though such payment or performance had become due but 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 made at such amount paid and not so rescinded, reduced, restored or returnedtimes.

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

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on a senior, unsecured, joint and not merely as suretyseveral basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Company hereunder Issuers under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofU.S. dollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyeither 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 proceeding first against Guarantee (including, for the Company avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or byreorganization of either Issuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, payment shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee date of such Guarantor notwithstanding any stayrescission, injunction restoration or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all returns as though such payment or performance had become due but 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 made at such amount paid and not so rescinded, reduced, restored or returnedtimes.

Notes Guarantees. Each Guarantor hereby jointly and severally(i) The Notes have been duly authorized, irrevocably and unconditionally guarantees, as primary obligor and not merely as 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 executed and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation each of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed Issuers in accordance with the terms of the extension or renewalIndenture and, whether at Stated Maturity, assuming due authentication of the Notes by acceleration or otherwise, subject to any applicable grace period, and subject, however, the Trustee in the case manner provided for in the Indenture, upon delivery to the Underwriters against payment therefor in accordance with the terms of clauses this Agreement, will constitute valid and binding obligations of the Issuers entitled to the benefits of the Indenture, enforceable against each of them in accordance with their terms, except as enforcement thereof may be limited by (1A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (2B) abovepublic policy, applicable law relating to the limitation set forth in Section 1204 hereof. fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing; and (a) Each Guarantor hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the 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 (other than payment in full of the principal of, and premium and interest, if any, on, the Notes). (b) Each Guarantor hereby waives (to the extent permitted by lawii) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Notes Guarantee of such Guarantor shall not be discharged as to any Note except Guarantees have been duly authorized by complete performance of the obligations contained in such Note, this Indenture and such Notes Guarantee. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (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 conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s and, when the Notes Guarantee without first proceeding against have been duly executed by the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence Issuers and during the continuance of an Event of Default, authenticated by the Trustee or any in the manner provided for in the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Holders are prevented by applicable law from exercising Guarantors entitled to the benefits of the Indenture, enforceable against them in accordance with their respective rights terms, except as enforcement thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to accelerate the Maturity of the Notes, time in effect relating to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such affecting creditors’ rights and remedies been permitted to be exercised generally and by the Trustee general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or any of the Holders. (cat law) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2B) in the event public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due good faith and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Notes Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guaranteesfair dealing. (d) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. Each Guarantor hereby (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guaranteesGuarantee, as primary obligor and not merely as surety, on a senior basis the Notes full 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 on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full punctual payment when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation otherwise, of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other payment obligations of the Company Issuer under this Indenture and the Notes, whether for payment of principal of, or interest on or in respect of, the Notes, fees, expenses, indemnification or otherwise. The obligations of 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 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 due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject Guarantees include references to any applicable grace period, Additional Notes Guarantees and subject, however, in the case of clauses (1) and (2) above, references to the limitation set forth in Section 1204 hereofGuarantors include references to any Additional Guarantors. (ab) Each Guarantor Subject to this Article 10, the Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be 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, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor (other than payment in full of the principal of, and premium and interest, if any, on, the Notes). (b) Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the Company or any other PersonIssuer, protest, notice and all demands whatsoever and covenants covenant that the this Notes Guarantee of such Guarantor shall will not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Notes Guarantee. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (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 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 the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer, the Guarantors or any Guarantor, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantorthe Guarantors, any amount paid by any of them either to the Trustee or such Holder, the this Notes Guarantee of each of the GuarantorsGuarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the this Notes Guarantee of such Guarantor Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligation obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by each Guarantor the Guarantors for the purpose of the this Notes Guarantee of such GuarantorGuarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the this Notes GuaranteesGuarantee. (de) Each Notes Guarantee shall remain in full force and effect and continue The Issuer may from time to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make time designate a Restricted Subsidiary as an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 additional Guarantor of the Notes are(an “Additional Guarantor” and its guarantee an “Additional Notes Guarantee”) by causing it to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as which such Restricted Subsidiary will become 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 returnedGuarantor.

Notes Guarantees. (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, guarantees the Notes and obligations of the Company Issuer hereunder and thereunder and the obligations of the Company and each other Guarantor under the Security Documentsthereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and its successors and assigns, on behalf of such Holder, that: (1i) the principal of (and premium, if any) any and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration acceleration, call for redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer 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 (2ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to any applicable grace period, . Each of the Note Guarantees shall be a guarantee of payment and subject, however, in the case not of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofcollection. (ab) Each Guarantor hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the 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 (other than payment in full of the principal of, and premium and interest, if any, on, the Notes)Guarantor. (bc) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Notes Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture Note and such Notes Guarantee. Each Guarantor acknowledges that the Notes Note Guarantee is a guarantee of payment, performance and compliance when due and not of collectionor 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) 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 Guarantors to enforce such Guarantor’s Notes Note 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 maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the HolderHolders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (cd) If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes 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 this Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Notes Note Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Notes Note 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as primary obligor and not merely as 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 on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to any applicable grace period, and 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 (fully and, including any limitations set forth in any notation of Guarantee and the limitations on the effectiveness and enforceability set forth in Section 9.3, unconditionally guarantees, on a secured, joint and several basis, in each case to each Holder and to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective Trustee the Collateral Agent and their respective successors and assigns on behalf of the validity, regularity or enforceability of the Notes or this Indentureeach Holder, the absence full payment 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 (other than payment in full of the principal of, and premium and or interest, if any, on, the Notes), and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee and the Collateral Agent) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture. The Guarantors further agree that the Notes guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors will remain bound under this Article IX notwithstanding any extension or renewal of any obligation guaranteed hereby. All payments under each Guarantee will be made in dollars. (b) Each Guarantor The Guarantors hereby waives (agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the extent permitted Issuer with respect thereto by law) the benefits Holders or the Trustee or the Collateral Agent, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee or the Collateral Agent pursue or exhaust its legal or equitable remedies against the Company 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 Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained in such Note, this Indenture principal thereof and such Notes Guarantee. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (interest thereon 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 conditions set forth as otherwise provided in this Indenture, directly against each including Section 9.3. If at any time any payment of the Guarantors to enforce principal of, or interest, if any, on, such Guarantor’s Notes Guarantee without first proceeding against Note is rescinded or must be otherwise restored or returned upon the Company insolvency, bankruptcy or any other Guarantor. Each Guarantor agrees that if, after reorganization of the occurrence and during the continuance of an Event of DefaultIssuer, 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due and payable had made at such rights and remedies been permitted to be exercised by the Trustee or any of the Holderstimes. (c) If The Guarantors also agree to pay any Holder or the Trustee is required and all costs and expenses (including reasonable attorneys’ fees) incurred by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Collateral Agent or any 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 Holder in enforcing any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedrights under this Section 9.1.

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

Notes Guarantees. (a) Each Guarantor of the Guarantors hereby jointly and severally, irrevocably fully and unconditionally guarantees, as primary obligor on a joint and not merely as suretyseveral basis, to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company under this Indenture and the Notes (including obligations to the Trustee and the Agents hereunder and thereunder and the obligations of the Company and each other Guarantor under the Security Documentsobligation to pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the extension foregoing being hereinafter collectively called the “Note Obligations”). Notwithstanding the foregoing, if a “secured creditor” (as that term is defined under the BIA) is determined by a court of competent jurisdiction not to include a Person to whom obligations are owed on a joint or renewaljoint and several basis, whether at Stated Maturity, by acceleration then the obligations of each Guarantor incorporated under the laws of Canada or otherwise, subject to any applicable grace period, and subject, however, in the case of clauses (1) and (2) aboveprovince or territory therein, to the limitation set forth extent such obligations are secured, shall be several obligations and not joint or joint and several obligations. The Guarantors further agree that the Note Obligations may be extended or renewed, in Section 1204 hereofwhole or in part, without notice or further assent from the Guarantors and that the Guarantors will remain bound under this Article 10 notwithstanding any extension or renewal of any Note Obligation. All payments under such Notes Guarantee will be made in U.S. dollars. (ab) Each Guarantor of the Guarantors hereby agrees that (to the extent permitted by law) its obligations hereunder are unconditional and shall be unconditionalas if it were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Company with respect to any provisions hereof or thereof, any release of any other Guarantorthereto by the Holders, the recovery of any judgment against Trustee or the CompanyNotes Collateral Agent, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge of a surety or guarantor or defense of a Guarantor guarantor (other than except payment in full full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the relevant Guarantor increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Stated Maturity thereof. Each Guarantor of the Guarantors hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first that the Trustee or the Notes Collateral Agent pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under the Notes Guarantee (including, for the avoidance of doubt, any right which any Guarantor may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against any Guarantor or its assets), protest, protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that the Notes Guarantee of such Guarantor shall Guarantees will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.4. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byCompany, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due and payable had made at such rights and remedies been permitted to be exercised by the Trustee or any of the Holderstimes. (c) If Each of the Guarantors also agrees to pay any Holder or and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such HolderTrustee, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Collateral Agent or any 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 Holder in enforcing any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedrights under this Section 10.1.

Notes Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, irrevocably and unconditionally fully guarantees, as primary obligor on a secured, senior subordinated, joint and not merely as suretyseveral basis, the Notes and obligations of the Company hereunder and thereunder and the obligations of the Company and in each other Guarantor under the Security Documents, and guarantees case to each Holder of a Notes and to the Trustee and its successors and assigns on behalf of each Holder of Notes, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Issuer under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors will remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofEuro. (ab) Each Guarantor The Subsidiary Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders of Notes or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full 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 ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Subsidiary Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Subsidiary Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Subsidiary Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of the Holders. (c) If Notes in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to rights under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 GuaranteesSection 10.01. (d) Each Subsidiary Guarantor agrees and each Holder of Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganizationaccepting a Note agrees, should the Company become insolvent or make an assignment for the benefit of creditors 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 should 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 receiver Subsidiary Guarantor, or trustee 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 appointed for 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 significant part of the Company’s assetsGuarantees); or (iii) any enforcement of, and shallor an instruction by the Majority Lenders to enforce, to the fullest extent permitted by lawFirst Priority Liens (a “Security Enforcement Action”) occurs (provided that in these circumstances, continue to be effective or be reinstated, as the case may be, if at any time payment and performance Holders of the Notes are, 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 lawSenior 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, rescinded the relevant Event of Default is continuing and has not been cured or reduced in amount, or must otherwise be restored or returned waived by any obligee on the Holders of the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In in which case the event that any payment or any part thereof, is rescinded, reduced, restored or returned, Holders of more than 50% in aggregate principal amount of the Notes shallthen 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, to and the fullest extent permitted by lawGuarantees will become due on demand for payment in accordance therewith or, be reinstated in the case of insolvency events provided for in Section 10.01(d)(i) above, automatically and deemed reduced only by such amount paid and not so rescindedwithout a demand for payment, reduced, restored or returnedprovided 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 fully and, subject in each case to the Agreed Security Principles and severallyAgreed Guarantee Principles, irrevocably 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, as primary obligor on a senior secured, joint and not merely as suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and obligations Additional Amounts, if any on, and all other monetary Obligations of the Company hereunder Issuers under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture. The Guarantors further agree that the Obligations guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors will remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation guaranteed hereby. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofdollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyany Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against any Issuer prior to exercising its rights under a proceeding first against Guarantee (including, for the Company avoidance of doubt, any 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 Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuers, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on a first priority (subject to Permitted Collateral Liens), senior secured, joint and not merely as suretyseveral basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior secured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company hereunder Issuers under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, howeverObligation. All payments under each Guarantee will be made in euro, in the case of clauses (1) the Euro Notes, and (2) abovein U.S. dollars, to in the limitation set forth in Section 1204 hereofcase of the Dollar Notes. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyeither 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 proceeding first against Guarantee (including, for the Company avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or byreorganization of either Issuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as suretya surety on a senior basis, 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 on behalf of such Holder, that: its successors and assigns (1i) the principal of (full and premium, if any) and interest on the Notes shall be paid in full punctual payment when due, whether at Stated Maturitythe respective Final Maturity Date, by acceleration acceleration, by redemption or otherwise (including the amount that would become due but for the operation otherwise, of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer under this Indenture (including obligations to the Holders or Trustee and the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with other Indenture Agents) and the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalNotes, whether at Stated Maturity, by acceleration or otherwise, subject to any applicable grace period, and subject, however, in the case for payment 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 validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the 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 (other than payment in full of the principal of, and premium and interestpremium, if any, on, or interest on and in respect of the NotesNotes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all 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 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against which it may be entitled to have its obligations hereunder divided among the Company 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 Person, protest, notice Guarantor first be used and all demands whatsoever and covenants that depleted as payment of the Notes Guarantee of Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Notes Guaranteehereunder. Each Guarantor acknowledges 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 Notes Guarantee is herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection. Each ) 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 Guarantors hereby agrees thatGuaranteed Obligations. (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 Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the event performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a default 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 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 Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal or premium, if any) , of or interest on such Noteany Guaranteed Obligation when and as the same shall become due, whether at its Stated Maturitymaturity, by acceleration, purchase by redemption or otherwise, legal proceedings may be instituted 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 on behalf ofTrustee, forthwith pay, or bycause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount and premium, if any, of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders, the Holder of such Note, subject to Trustee and the terms and 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. Indenture Agents. (h) Each Guarantor agrees that if, after the occurrence and during the continuance it shall not be entitled to any right of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force and effectof all Guaranteed Obligations. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (1i) subject to this Article Twelve, the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of the any Notes Guarantee of such Guarantor herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligation Guaranteed Obligations as provided in Article Five hereof6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose purposes of the Notes Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guaranteesthis Section 10.01. (di) Each Notes Guarantee shall remain in full force Guarantor also agrees to pay any and effect all costs and continue to be effective should any petition be filed expenses (including reasonable attorneys’ fees and expenses) incurred by or against the Company for liquidation or reorganizationTrustee, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Collateral Agent or any significant part Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Company’s assetsTrustee, each Guarantor shall execute and shall, deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively 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 purpose of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedthis Indenture.

Notes Guarantees. (a) Each Subsidiary Guarantor hereby jointly and severally, irrevocably and unconditionally fully guarantees, as primary obligor on a secured, senior subordinated, joint and not merely as suretyseveral basis, in each case to each holder of Notes and to the Trustee and its successors and assigns on behalf of each holder of Notes, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company hereunder Issuer under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors will remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofEuro. (ab) Each Guarantor The Subsidiary Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the holders of Notes or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full 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 ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Subsidiary Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company Issuer prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Subsidiary Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Subsidiary Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Subsidiary Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Subsidiary Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any holder of the Holders. (c) If Notes in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to rights under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 GuaranteesSection 10.01. (d) Each Subsidiary Guarantor agrees and each holder of Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganizationaccepting a Note agrees, should the Company become insolvent or make an assignment for the benefit of creditors 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 should 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 receiver Subsidiary Guarantor, or trustee 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 appointed for 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 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.Guarantees); or

Notes Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as suretya surety on a senior basis, 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 on behalf of such Holder, that: its successors and assigns (1i) the principal of (full and premium, if any) and interest on the Notes shall be paid in full punctual payment when due, whether at Stated Maturitythe respective Final Maturity Date, by acceleration acceleration, by redemption or otherwise (including the amount that would become due but for the operation otherwise, of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company Issuer under this Indenture (including obligations to the Holders or Trustee and the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with other Indenture Agents) and the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalNotes, whether at Stated Maturity, by acceleration or otherwise, subject to any applicable grace period, and subject, however, in the case for payment 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 validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the 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 (other than payment in full of the principal of, and premium and interestpremium, if any, on, or interest on and in respect of the NotesNotes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all 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 10 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the other Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against which it may be entitled to have its obligations hereunder divided among the Company 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 Person, protest, notice Guarantor first be used and all demands whatsoever and covenants that depleted as payment of the Notes Guarantee of Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Notes Guaranteehereunder. Each Guarantor acknowledges 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 Notes Guarantee is herein constitutes a 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, and waives any right to require that any resort be had 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 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 the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required to any security held for payment of the Guaranteed Obligations. (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 any court 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 to return to affected by the Company failure of any Holder or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee to assert any claim or such Holderdemand or to enforce any remedy under this Indenture, the Notes Guarantee or any other agreement, by any waiver or modification of each any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guarantorsobligations, 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 extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event risk of any acceleration Guarantor or would otherwise operate as a discharge of such obligation any Guarantor as provided in Article Five hereof, such obligations (whether a matter of law or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Notes Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guaranteesequity. (df) Each Guarantor agrees that its Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against until payment in full of all 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 or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Guarantor further agrees that its Notes Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance payment, or any part thereof, of the Notes areprincipal of, pursuant to applicable lawpremium, if any, or interest on, or any other amount due in respect of or constituting any Guaranteed Obligation is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on Holder or the NotesTrustee upon the bankruptcy or reorganization of the Issuer or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of, premium, if any, or interest on, or any other amount due in respect of or constituting any Guaranteed Obligation when and as the same shall become due, whether as a “voidable preference,” “fraudulent transfer” at maturity, by acceleration, by redemption or otherwise, all as though such payment or performance had not been made. In to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the event that any payment Trustee, forthwith pay, or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount and premium, if any, of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders, be reinstated the Trustee and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedthe other Indenture Agents.

Notes Guarantees. Each Guarantor hereby jointly and severally, severally unconditionally and irrevocably and unconditionally 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 on behalf of such Holder, that: its successors and assigns (1a) the full and punctual payment of principal of (and of, premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest and Additional Interest, if any, on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewaldue, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, subject to any applicable grace period, and subjectall other monetary Obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes and (b) the full and punctual performance within applicable grace periods of all other Obligations of the Company whether for expenses, howeverindemnification or otherwise under this Indenture and the 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 the case whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of clauses (1) any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and (2) above, protest to the limitation set forth in Section 1204 hereof. Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) Each Guarantor hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence failure of any action Holder or the Trustee to assert any claim or demand or 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 (other than payment in full of the principal of, and premium and interest, if any, on, the Notes). (b) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first or remedy against the Company or any other PersonPerson under this Indenture, protest, notice and all demands whatsoever and covenants that the Notes Guarantee 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 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 shall not be discharged Guarantor, except as to any Note except by complete performance of the obligations contained provided in such Note, this Indenture and such Notes GuaranteeSection 12.02(b). Each Guarantor acknowledges further agrees that the Notes its Note Guarantee is herein constitutes a guarantee Guarantee of payment, performance and compliance when due (and not a guarantee of collection. Each ) 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 Guarantors hereby agrees thatGuaranteed 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 Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the event 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 default in payment 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 premiuminterest 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, premium or Additional Interest, if any) or interest , on such Noteany Guaranteed Obligation when and as the same shall become due, whether at its Stated Maturitymaturity, by acceleration, purchase by redemption or otherwise, legal proceedings may be instituted 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 on behalf ofTrustee, forthwith pay, or bycause to be paid, in cash, to the Holder Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such NoteGuaranteed Obligations, subject (ii) accrued and unpaid interest, premium and Additional Interest, if any, on such Guaranteed Obligations (but only to the terms extent not prohibited by law) and conditions set forth in this Indenture, directly against each (iii) all other monetary Guaranteed Obligations of the Guarantors Company to enforce such Guarantor’s Notes Guarantee without first proceeding against the Company or any other GuarantorHolders and the Trustee. Each Guarantor agrees that if, after the occurrence and during the continuance it shall not be entitled to any right of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting subrogation in relation to either the Company or Holders in respect of any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated Guaranteed Obligations guaranteed hereby until payment in full force and effectof all Guaranteed Obligations. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the Notes any Note Guarantee of such Guarantor herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such obligation Guaranteed Obligations as provided in Article Five hereofVI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose 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 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Trustee or any 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 Holder in enforcing any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedrights under this Section.

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on an unsecured, senior subordinated, joint and not merely as suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company hereunder Issuer under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors will remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofdollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company 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 Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. (cd) If any Each Guarantor agrees and each Holder or by accepting a Note agrees, for the Trustee is required by any court or otherwise benefit of the holders of Senior Debt from time to return time of such Guarantor, that prior to the Company or date upon which any Guarantor, or any custodian, trustee, liquidator or other similar official acting Senior Debt of a Guarantor has been unconditionally discharged in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holderfull, the Notes obligations of such Guarantor under its Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one handmay not become due, and the Holders and the Trustee, on Trustee may not take any Enforcement Action against such Guarantor without the other hand, prior consent of the applicable Senior Agent or Agents unless: (1i) subject an Event of Default specified in Section 6.01(a)(x) or (xi) has occurred in relation to this Article Twelvesuch 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 Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Default is continuing and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Notes Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees. (d) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had has not been made. In waived by the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedHolders.

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 severallythe limitations on the effectiveness and enforceability set forth in Section 10.03, irrevocably and unconditionally guarantees, as primary obligor on a senior secured, joint and not merely as suretyseveral basis, to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and obligations Additional Amounts, if any on, and all other monetary Obligations of the Company hereunder Issuer under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations guaranteed hereby may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and 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 Obligation guaranteed hereby. All payments under each Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the 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 (other than payment made in full of the principal of, and premium and interest, if any, on, the Notes)dollars. (b) Each Guarantor hereby waives (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 extent permitted Issuer with respect thereto by law) the benefits 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 diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company 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 Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that the Notes its Guarantee of such Guarantor shall not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.03. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) Each Guarantor also agrees to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Notes Guarantees. Each (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on a senior unsecured, joint and not merely as suretyseveral basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company hereunder Issuers under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofU.S. dollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyeither 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 proceeding first against Guarantee (including, for the Company avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or byreorganization of either Issuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the Holders. (c) If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to rights under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 GuaranteesSection 10.01. (d) Each Notes Guarantee shall remain in full force Subsidiary Guarantor agrees and effect and continue to be effective should any petition be filed each Holder by or against the Company for liquidation or reorganizationaccepting a Note agrees, should the Company become insolvent or make an assignment for the benefit of creditors or should 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 receiver or trustee be appointed for all or 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 significant part Enforcement Action against such Subsidiary Guarantor without the prior consent of the Company’s assets, and shall, 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 fullest extent permitted by law, continue holders of Designated Senior Debt have taken any Enforcement Action in relation to be effective such Subsidiary Guarantor; or (iii) a Default has occurred under the Notes; and (A) the Holders or be reinstated, as the Trustee has notified the applicable Senior Agents; and (B) a period of not less than 90 days (in the case may beof 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), if at any time payment and performance (iv), (v), (vi) or (vii)) has passed from the date the applicable Senior Agents were first notified of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as Default (a “voidable preference,” “fraudulent transfer” or otherwiseStandstill Period”); and (C) at the end of the Standstill Period, all as though such payment or performance had the Default is continuing and has not been made. In waived by the event that any payment or any part thereof, Holders. (e) Each Guarantee of a Guarantor hereunder is rescinded, reduced, restored or returned, on parity with such Guarantor’s guarantee of 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 returnedExisting Unsecured Notes.

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on an unsecured, senior subordinated, joint and not merely as suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company hereunder Issuer under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors will remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofdollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company 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 Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. (cd) If any Each Guarantor agrees and each Holder or by accepting a Note agrees, for the Trustee is required by any court or otherwise benefit of the holders of Senior Debt from time to return time of such Guarantor, that prior to the Company or date upon which any Guarantor, or any custodian, trustee, liquidator or other similar official acting Senior Debt of a Guarantor has been unconditionally discharged in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holderfull, the Notes obligations of such Guarantor under its Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one handmay not become due, and the Holders and the Trustee, on Trustee may not take any Enforcement Action against such Guarantor without the other hand, prior consent of the applicable Senior Agent or Agents unless: (1i) subject an Event of Default specified in Section 6.01(a)(x) or (xi) has occurred in relation to this Article Twelvesuch 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 Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Default is continuing and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Notes Guarantee of such Guarantor. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees. (d) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had has not been made. In waived by the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedHolders.

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

Notes Guarantees. Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as primary obligor and not merely as 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 on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to any applicable grace period, and subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereof. (a) Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Securityholder and the Trustee and its respective successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that (to the extent permitted by law) its obligations hereunder shall Guaranteed Obligations may be unconditionalextended or renewed, irrespective of the validityin whole or in part, regularity without notice or enforceability of the Notes further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or this Indenture, the absence renewal 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 (other than payment in full of the principal of, and premium and interest, if any, on, the Notes)Obligation. (b) Each Guarantor hereby waives (presentation to, demand of, payment from and protest to the extent permitted Issuer of any of the Guaranteed Obligations and also waives notice of protest for non- payment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by law(1) the benefits failure of diligence, presentment, any Securityholder or the Trustee to assert any claim or demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, to enforce any right to require a proceeding first or remedy against the Company Issuer or any other PersonPerson (including any Guarantor) under this Indenture, protestthe Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, notice and all demands whatsoever and covenants waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Securityholder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.07, any change in the ownership of such Guarantor. (c) Each Guarantor further agrees that the its Notes Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Notes Guarantee. Each Guarantor acknowledges that the Notes Guarantee is herein constitutes a 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, and waives any right to require that any resort be had 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 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 the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder Securityholder or the Trustee is required by to any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each security held for payment of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 GuaranteesGuaranteed Obligations. (d) Each Notes Guarantee Except as expressly set forth in Sections 8.01(b), 10.02 and 10.07, the obligations of each Guarantor hereunder shall remain in full force not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and effect and continue 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 effective should discharged or impaired or otherwise affected by the failure of any petition be filed by Securityholder or against the Company for liquidation Trustee to assert any claim or reorganizationdemand or to enforce any remedy under this Indenture, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Securities or any significant part other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Company’s assetsobligations, and shall, 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 fullest extent permitted by law, risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance payment, or any part thereof, of the Notes are, pursuant to applicable law, principal of or interest on any Obligation is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee Securityholder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Obligation when and as the Notessame shall become due, whether as a “voidable preference,” “fraudulent transfer” at maturity, by acceleration, by redemption or otherwise, all as though such payment or performance had not been made. In to perform or comply with any other Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the event that any payment Trustee, forthwith pay, or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Issuer to the Securityholders and the Trustee. (g) Each Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be reinstated accelerated as provided in Article 6 for the purposes of such Guarantor‟s Notes Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and deemed reduced only (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such amount paid Guarantor for the purposes of this Section. (h) Each Guarantor also agrees to pay any and not so rescinded, reduced, restored all costs and expenses (including reasonable attorneys‟ fees) incurred by the Trustee or returnedany Securityholder in enforcing any rights under this Section.

Notes Guarantees. (a) Each Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on an unsecured, senior subordinated, joint and not merely as suretyseveral basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company hereunder Issuer under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors will remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofdollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the Company 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 Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guaranteeincluding Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by reorganization of the Trustee on behalf of, or byIssuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the HoldersHolder in enforcing any rights under this Section 10.01. (cd) If any Each Guarantor agrees and each Holder or by accepting a Note agrees, for the Trustee is required by any court or otherwise benefit of the holders of Senior Debt from time to return time of such Guarantor, that prior to the Company or date upon which any Guarantor, or any custodian, trustee, liquidator or other similar official acting Senior Debt of a Guarantor has been unconditionally discharged in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holderfull, the Notes obligations of such Guarantor under its Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one handmay not become due, and the Holders and the Trustee, on Trustee may not take any Enforcement Action against such Guarantor without the other hand, (1) subject to this Article Twelve, the Maturity prior consent of the obligations guaranteed hereby may be accelerated as provided applicable Senior Agent or Agents unless: (i) an Event of Default specified in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction Section 6.01(a)(x) or other prohibition preventing such acceleration (xi) has occurred in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Notes Guarantee of relation to such Guarantor. The Guarantors shall ; or (ii) the holders of Designated Senior Debt have the right taken any Enforcement Action in relation to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders Guarantor; or (iii) a Default has occurred under the Notes Guarantees. (d) Each Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any 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 amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.; and

Notes Guarantees. Each (a) (i) The Parent Guarantor hereby jointly fully and, subject to the limitations on the effectiveness and severallyenforceability set forth in Section 10.04, irrevocably and unconditionally guarantees, as primary obligor on a senior unsecured, joint and not merely as suretyseveral basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the Notes full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Company hereunder Issuers under this Indenture and thereunder the Notes (including obligations to the Trustee and the obligations of the Company and each other Guarantor under the Security Documentsto pay Additional Amounts, and guarantees if any) with respect to each Holder of a Note authenticated and delivered by the Trustee, Trustee or its agent pursuant to and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with 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 obligationsthis Indenture, the same shall be paid in full when due or performed in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject to renewal of any applicable grace period, and subject, however, Obligation. All payments under each Guarantee will be made in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereofU.S. dollars. (ab) Each Guarantor The Guarantors hereby agrees agree that (to the extent permitted by law) its their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, 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 may otherwise constitute a legal or equitable discharge or defense of a Guarantor surety or guarantor (other than except payment in full full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal ofamount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, and premium and interest, if any, on, or alter the Notes). (b) Each Guarantor Stated Maturity thereof. The Guarantors hereby waives (to the extent permitted by law) the benefits of waive diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyeither 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 proceeding first against Guarantee (including, for the Company avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of such Issuer to satisfy the outstanding principal of, interest on or any other Personamount payable under each Note prior to recourse against such Guarantor or its assets), protest, protest or notice with respect to any Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that the Notes their Guarantee of such Guarantor shall will not be discharged as with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in such Notethis Indenture, this Indenture and such Notes Guarantee​ including Section 10.04. Each Guarantor acknowledges that the Notes Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in If at any time any payment of principal (or of, premium, if any) , interest, if any, or interest Additional Amounts, if any, on such NoteNote is rescinded or must be otherwise restored or returned upon the insolvency, whether at its Stated Maturity, by acceleration, purchase bankruptcy or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or byreorganization of either Issuer, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 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 Guarantors’ obligations hereunder with respect to the Notes, such Guarantor payment shall pay to the Trustee for the account be reinstated as of the Holderdate of such rescission, upon demand therefor, the amount that would otherwise have restoration or returns as though such payment had become due but had not been due made at such times. (c) The Guarantors also agree to pay any and payable had such rights all costs and remedies been permitted to be exercised expenses (including reasonable attorneys’ fees) incurred by the Trustee or any of the Holders. (c) If Holder in enforcing any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Notes Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) subject to rights under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Notes Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the 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 GuaranteesSection 10.01. (d) Each Notes Guarantee shall remain in full force Subsidiary Guarantor agrees and effect and continue to be effective should any petition be filed each Holder by or against the Company for liquidation or reorganizationaccepting a Note agrees, should the Company become insolvent or make an assignment for the benefit of creditors or should 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 receiver or trustee be appointed for all or 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 significant part Enforcement Action against such Subsidiary Guarantor without the prior consent of the Company’s assets, and shall, 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 fullest extent permitted by law, continue holders of Designated Senior Debt have taken any Enforcement Action in relation to be effective such Subsidiary Guarantor; or (iii) a Default has occurred under the Notes; and (A) the Holders or be reinstated, as the Trustee has notified the applicable Senior Agents; and (B) a period of not less than 90 days (in the case may beof 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), if at any time payment and performance (iv), (v), (vi) or (vii)) has passed from the date the applicable Senior Agents were first notified of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as Default (a “voidable preference,” “fraudulent transfer” or otherwiseStandstill Period”); and (C) at the end of the Standstill Period, all as though such payment or performance had the Default is continuing and has not been made. In waived by the event that any payment or any part thereof, Holders. (e) Each Guarantee of a Guarantor hereunder is rescinded, reduced, restored or returned, on parity with such Guarantor’s guarantee of 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 returnedExisting Unsecured Notes.