Common use of Subsidiary Guarantees Clause in Contracts

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due Notes held thereby and punctual payment the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of (and premium, if any) , interest and interest Additional Interest, if any, on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, (to the extent permitted by law) interest and Additional Interest, if any, on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance hereby waives, any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 130113.01, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual prompt payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this IndentureIndenture applicable to series of Securities guaranteed by such Subsidiary Guarantor. In case of the failure of the Company punctually promptly to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually promptly when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase redemption or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefortherefore, 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. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. (a) Subject to Section 1301this Article Nine, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the due Base Indenture (as it relates to the Notes) or the Notes held thereby and punctual payment the Obligations of the Issuers under the Notes, the Base Indenture (as it relates to the Notes) or this Supplemental Indenture, that: (a) the principal of (and interest and premium, if any) and interest , on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium and (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee under the Notes, the Base Indenture (as it relates to the Notes) or this Supplemental Indenture will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. An Event of Default under this Supplemental Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. (b) The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes, the Base Indenture (as it relates to the Notes) or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance hereby waives, any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any Obligations guaranteed hereby. (d) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article Six, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully and unconditionally guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee, the due and punctual payment of that: (i) the principal of (and premium, if any) , and interest on such Security the Notes shall be paid in full when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, 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 under this Indenture or the Notes shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors Guarantees shall be a guarantee of payment and not of collection. (b) Each Subsidiary Guarantor hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Guarantor. (c) Each Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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 CompanyCompany or any other Person, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this the Subsidiary Guarantee will of such Subsidiary Guarantor shall not be discharged in respect of such Security as to any Note or this Indenture except by complete performance of the obligations contained in such Security Note and in this Indenture and such Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a Default in payment of principal or premium, if any, or interest on any 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 Subsidiary Guarantors to enforce each such Subsidiary Guarantor’s Subsidiary Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. Each Subsidiary 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 Securities of a seriesNotes, to collect interest on the Securities of a seriesNotes, or to enforce or exercise any other right or remedy with respect to the Securities of a seriesNotes, such Subsidiary Guarantor agrees to shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersHolders and any other amounts due and owing to the Trustee under this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Subsidiary Guarantee of each of the Subsidiary 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 Subsidiary Guarantor shall be subrogated to all rights further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Holders obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Securities upon which its Subsidiary Guarantee is endorsed against the Company of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any amounts paid acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Subsidiary Guarantee of such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of Guarantor. (and premium, if anyf) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any a payment in respect of for distribution under its Subsidiary Guarantee shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to seek contribution from the each other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right in a pro rata amount of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In based on the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, respective net assets of all the Securities shall, to Subsidiary Guarantors at the fullest extent permitted by law, be reinstated and deemed reduced only by time of such amount paid and not so rescinded, reduced, restored or returnedpayment in accordance with GAAP.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due Notes held thereby and punctual payment the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of (and premium, interest and Additional Interest, if any) and interest , on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, (to the extent permitted by law) interest and Additional Interest, if any, on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance hereby waives, any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully irrevocably and unconditionally guarantees on a senior basis and on a first priority senior secured basis, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated and delivered by the TrusteeHolder, the due Trustee and the Collateral Agent and their successors and assigns (i) the full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee and the Collateral Agent) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities 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 Securities (the foregoing obligations set forth in accordance with clauses (i) through (ii) being hereinafter collectively called the terms “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Subsidiary Guarantor, and that each such Subsidiary Guarantor shall remain bound under this Article 12 notwithstanding any extension or renewal of such Security any Guaranteed Obligation. (b) Each Subsidiary 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 Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of all amounts owing to the Trustee in accordance with any of the terms or provisions of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company Securities or any other guarantor agreement; (iv) the release of any security held by the Collateral Agent on behalf of each Holder and the Trustee for the Guaranteed Obligations or any consent to departure from any requirement Subsidiary Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantee of all or any guarantor of the Securities of such series Guaranteed Obligations; or (vi) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding change in the foregoing, no such release, amendment, waiver or indulgence shall, without the consent ownership of such Subsidiary Guarantor, increase except as provided in Section 12.02(b). (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the principal Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereofclaimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Subsidiary Guarantors Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the benefits Issuer be sued prior to an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of diligence, presentment, demand for payment, any requirement that the Trustee or any performance and compliance when due (and not a guarantee of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against that any resort be had by any Holder, the CompanyTrustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. (e) The Subsidiary Guarantee of each Subsidiary Guarantor is, protest or notice with respect to the extent and in the manner set forth in Article 12, equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of such Subsidiary Guarantor and is made subject to such Security provisions of this Indenture. (f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or the indebtedness evidenced thereby and all demands whatsoevertermination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Collateral Agent 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 respect of such Security except by complete the performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in such Security and in such any manner or to any extent vary the risk of any Subsidiary Guarantee. Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. (g) Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescinded, reduced, rescinded or must otherwise be restored or returnedby any Holder, the Securities Trustee or the Collateral Agent upon the bankruptcy or reorganization of the Issuer or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Holder, the Trustee or the Collateral Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the fullest Trustee an amount equal to the sum of (i) the unpaid principal amount 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 Trustee. (i) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article 6 for the purposes of any Subsidiary 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 Subsidiary Guarantor for the purposes of this Section 12.01. (j) Each Subsidiary Guarantor also agrees to pay any and not so rescindedall costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Collateral Agent, reducedthe Trustee or any Holder in enforcing any rights under this Section 12.01. (k) Upon request of the Trustee, restored each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully irrevocably and unconditionally guarantees guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns (i) the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure obligations of the Company punctually under this Indenture (including obligations to make any such paymentthe Trustee) and the Notes, each whether for payment of principal of, or premium or interest on the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally further agrees that its obligations hereunder shall the Guaranteed Obligations may be absoluteextended or renewed, unconditional, irrespective of, and shall be unaffected by, the validity, regularity in whole or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from each such Subsidiary Guarantor, increase the principal amount and that each such Subsidiary Guarantor shall remain bound under this Article Ten notwithstanding any extension or renewal of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. any Guaranteed Obligation. (b) Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentmentpresentation to, demand for payment, any requirement that of payment from and protest to the Trustee or Company of any of the Holders protect, secure, perfect Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any Default under the Notes or insure the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any security interest in Holder or other lien on the Trustee to assert any property subject thereto claim or exhaust demand or to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Notes or any collateralother agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, filing waiver, amendment or modification of claims with a court 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 of them; (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 event ownership of insolvency or bankruptcy of the Companysuch Subsidiary Guarantor, except as provided in Section 10.05. (c) Each Subsidiary Guarantor hereby waives any right to require a proceeding first against which it may be entitled to have its obligations hereunder divided among the CompanySubsidiary Guarantors, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary GuaranteeGuarantor’s obligations would be less than the full amount claimed. Each Subsidiary Guarantor agrees that if, after hereby waives any right to which it may be entitled to have the occurrence and during the continuance of an Event of Default, the Trustee or any assets of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Company first be used and depleted as payment of the Securities of a series, to collect interest on the Securities of a series, Company’s or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees Guarantor’s obligations hereunder prior to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts being claimed from or paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in fullhereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that makes or is required the Company be sued prior to make any payment in respect of an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee shall herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be entitled had by any Holder or the Trustee to seek contribution from any security held for payment of the other Subsidiary Guarantors to Guaranteed Obligations. (e) Except as expressly set forth in Section 8.01(a), Section 9.02, this Article Ten and Article Eleven, the extent permitted by applicable law; provided, however, that no obligations of each Subsidiary Guarantor hereunder shall not be entitled subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or receive any payments arising out ofother agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or based uponby 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 Subsidiary Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. (f) Except as otherwise provided herein, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each each Subsidiary Guarantor agrees that its Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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 Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. (h) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article Six for the purposes of any Subsidiary 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 Six of this Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such amount paid Subsidiary Guarantor for the purposes of this Section 10.01. (i) Each Subsidiary Guarantor also agrees to pay any and not so rescindedall costs and expenses (including reasonable attorney’s fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, reduced, restored each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject to Section 130113.01, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully severally irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns (i) the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure obligations of the Company punctually under this Indenture (including obligations to make any such paymentthe Trustee) and the Notes, each whether for payment of principal of, or interest on in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally further agrees that its obligations hereunder shall the Guaranteed Obligations may be absoluteextended or renewed, unconditional, irrespective of, and shall be unaffected by, the validity, regularity in whole or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from each such Subsidiary Guarantor, increase the principal amount and that each such Subsidiary Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. any Guaranteed Obligation. (b) Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentmentpresentation to, demand for payment, any requirement that of payment from and protest to the Trustee or Company of any of the Holders protect, secure, perfect Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or insure the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any security interest in Holder or other lien on the Trustee to assert any property subject thereto claim or exhaust demand or to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Notes or any collateralother agreement or otherwise, filing (ii) any extension or renewal of claims with a court any thereof, (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 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 event ownership of insolvency or bankruptcy such Subsidiary Guarantor. (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require a proceeding first against the Company, protest or notice with respect to such Security that any resort be had by any Holder or the indebtedness evidenced thereby Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 8.1(b), 10.2 and all demands whatsoever10.6, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will 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 respect of such Security except by complete the performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in such Security and in such any manner or to any extent vary the risk of any Subsidiary Guarantee. Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. (f) Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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 Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law, be reinstated ) and deemed reduced only by such amount paid (iii) all other monetary obligations of the Company to the Holders and not so rescinded, reduced, restored or returnedthe Trustee.

Subsidiary Guarantees. Subject to Section 1301this Article Ten, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated Note and delivered by to the TrusteeTrustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and of, premium, if any) , and interest on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees shall be obligated to the Trustee the pay such amount immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of all amounts owing collection. Subject to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such paymentSection 10.02, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same Notes or this Indenture, any release, amendment, waiver or indulgence granted consent by any Holder of the Notes with respect to any provisions hereof or thereof, the Company recovery of any judgment against the Company, any action to enforce the Notes or this Indenture or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount paid either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Holders and the Trustee, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of a seriesthis Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed hereby, and (y) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in Article Six, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 purpose of creditors or should a receiver or trustee be appointed for all or any 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 Subsidiary Guarantee.

Subsidiary Guarantees. (a) Subject to Section 1301this Article 12, each of the Subsidiary Guarantor herebyGuarantors, jointly and severally, fully and unconditionally guarantees unconditionally, guarantees, on a senior unsecured basis (or, with respect to each Subsidiary Guarantor that is a Grantor Subsidiary, a senior secured basis), subject to the Intercreditor Agreement, to the Collateral Agent on behalf of each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and Collateral Agent and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of (and of, premium, if any) , and interest on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitystated Maturity Date, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other monetary obligations of the Company to the Holders or the Trustee or Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor. Subject to Section 6.06, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the each Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any Holder, Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee, Collateral Agent or such Security Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Subsidiary Guarantor agrees that it shall 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 Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders, Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Nine for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that ifmakes a payment or distribution under its Subsidiary Guarantee shall have the right to seek contribution from any non-paying Subsidiary Guarantor, after in a pro rata amount based on the occurrence and during net assets of each Subsidiary Guarantor determined in accordance with GAAP as in effect from time to time, so long as the continuance exercise of an Event of Default, such right does not impair the Trustee or any rights of the Holders are prevented by applicable law from exercising their respective rights to accelerate under the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with Subsidiary Guarantee. (e) In respect to the Securities of a seriesits obligations under its Subsidiary Guarantee, such each Subsidiary Guarantor agrees to pay be bound to, and hereby covenants, with respect to the Trustee for the account of the Holders, upon demand thereforitself, 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. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company covenant set forth in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedSection 6.16.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual prompt payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually promptly to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually promptly when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual prompt payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually promptly to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually promptly when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 130110.06 hereof, each Subsidiary Guarantor the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantee to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due Notes held thereby and punctual payment the Obligations of the Company hereunder and thereunder, that: (a) the principal of (of, and premium, if any) , and interest on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and premium, if any, and interest (to the extent permitted by law) on, the Notes, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such Security when and as other Obligations, the same shall become will be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, in accordance with . Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the terms Guarantors will be jointly and severally obligated to pay the same immediately. An Event of such Security and Default under this Indenture or the Notes shall constitute an event of this Indenturedefault under the Subsidiary Guarantees, and each Subsidiary Guarantor similarly guarantees shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and same extent as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by Obligations of the Company. Each of the Subsidiary The Guarantors hereby jointly and severally agrees agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in such Security the Notes and in such Subsidiary Guaranteethis Indenture. Each Subsidiary Guarantor agrees that ifIf any Holder or the Trustee is required by any court or otherwise to return to the Company, after the occurrence and during the continuance of an Event of DefaultGuarantors, the Trustee or any Custodian in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders are prevented by applicable law from exercising their respective rights to accelerate and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully severally irrevocably and unconditionally guarantees guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns (i) the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure obligations of the Company punctually under this Indenture (including obligations to make any such payment, each Subsidiary Guarantor hereby, jointly the Trustee) and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableSecurities, whether at the Stated Maturity for payment of principal of or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any interest on in respect of the Securities and all other monetary obligations of such series the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or any other circumstances which might otherwise constitute a legal under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or equitable discharge renewed, in whole or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from each such Subsidiary Guarantor, increase the principal amount and that each such Subsidiary Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. any Guaranteed Obligation. (b) Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentmentpresentation to, demand for payment, any requirement that of payment from and protest to the Trustee or Company of any of the Holders protect, secure, perfect Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or insure the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any security interest in Holder or other lien on the Trustee to assert any property subject thereto claim or exhaust demand or to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Securities or any collateralother agreement or otherwise, filing (ii) any extension or renewal of claims with a court any thereof, (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, (iv) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations or (v) any change in the event ownership of insolvency or bankruptcy such Subsidiary Guarantor. (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require a proceeding first against the Company, protest or notice with respect to such Security that any resort be had by any Holder or the indebtedness evidenced thereby Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 8.01(b), 10.02 and all demands whatsoever10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will 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 respect of such Security except by complete the performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in such Security and in such any manner or to any extent vary the risk of any Subsidiary Guarantee. Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. (f) Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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 Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. (h) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article 6 for the purposes of any Subsidiary 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 Subsidiary Guarantor for the purposes of this Section 10.01. (i) Each Subsidiary Guarantor also agrees to pay any and not so rescindedall costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, reduced, restored each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s '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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully and unconditionally guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee, the due and punctual payment of that: (i) the principal of (and premium, if any) , and interest on such Security the Notes shall be paid in full when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, 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 Issuer to the Holders or the Trustee under this Indenture or the Notes shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors Guarantees shall be a guarantee of payment and not of collection. (b) Each Subsidiary Guarantor hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Guarantor. (c) Each Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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 CompanyIssuer or any other Person, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this the Subsidiary Guarantee will of such Subsidiary Guarantor shall not be discharged in respect of such Security as to any Note or this Indenture except by complete performance of the obligations contained in such Security Note and in this Indenture and such Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees that, in the event of a Default in payment of principal or premium, if any, or interest on any 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 Subsidiary Guarantors to enforce each such Subsidiary Guarantor’s Subsidiary Guarantee without first proceeding against the Issuer or any other Subsidiary Guarantor. Each Subsidiary 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 Securities of a seriesNotes, to collect interest on the Securities of a seriesNotes, or to enforce or exercise any other right or remedy with respect to the Securities of a seriesNotes, such Subsidiary Guarantor agrees to shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the HoldersHolders and any other amounts due and owing to the Trustee under this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Subsidiary Guarantee of each of the Subsidiary 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 Subsidiary Guarantor shall be subrogated to all rights further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Holders obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Securities upon which its Subsidiary Guarantee is endorsed against the Company of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any amounts paid acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Subsidiary Guarantee of such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of Guarantor. (and premium, if anyf) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any a payment in respect of for distribution under its Subsidiary Guarantee shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to seek contribution from the each other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right in a pro rata amount of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In based on the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, respective net assets of all the Securities shall, to Subsidiary Guarantors at the fullest extent permitted by law, be reinstated and deemed reduced only by time of such amount paid and not so rescinded, reduced, restored or returnedpayment in accordance with GAAP.

Subsidiary Guarantees. Subject to Section 1301, each Each Subsidiary Guarantor herebyGuarantor, jointly and severally, as primary obligor and not merely as surety, hereby irrevocably, fully and unconditionally guarantees Guarantees on a senior secured second lien basis to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and the due Collateral Trustee and their respective successors and assigns (a) the full and punctual payment of the principal of (and premium, if any) and interest on such Security the Securities when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase redemption or otherwise, and as if such payment were made by all other monetary obligations of the CompanyCompany under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing obligations hereinafter collectively called the “Guaranteed Obligations”). Each of the Subsidiary Guarantors hereby jointly and severally Guarantor further agrees that its obligations hereunder shall the Guaranteed Obligations may be absoluteextended or renewed, unconditional, irrespective of, and shall be unaffected by, the validity, regularity in whole or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from such Subsidiary Guarantor, increase the principal amount and that such Subsidiary Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of any such Security, or increase the interest rate thereon, or alter the Stated Maturity thereofGuaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantors hereby Guarantor waives notice of any default under the benefits Securities or the Guaranteed Obligations. The obligations of diligenceeach Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder, presentment, demand for payment, any requirement that the Trustee or the Collateral Trustee to assert any of the Holders protect, secure, perfect claim or insure any security interest in demand or other lien on any property subject thereto or exhaust to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Securities, the other Note Documents or any collateralother agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, filing waiver, amendment or modification of claims with a court any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder, the Trustee or the Collateral Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder, Trustee or the Collateral Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as provided in Section 11.06, any change in the event ownership of insolvency or bankruptcy such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Guarantee herein constitutes a guarantee of the Companypayment, performance and compliance when due (and not a Guarantee of collection) and waives any right to require a proceeding first against that any resort be had by any Holder, the Company, protest or notice with respect to such Security Trustee or the indebtedness evidenced thereby Collateral Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 11.02 and all demands whatsoever11.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Collateral 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 respect of such Security except by complete the performance of the obligations contained 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 such Security and in any manner or to any extent vary the risk of such Subsidiary GuaranteeGuarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescinded, reduced, rescinded or must otherwise be restored or returnedby any Holder, the Securities Trustee or the Collateral 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, the Trustee or the Collateral Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders, the Trustee or the Collateral Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations Guaranteed hereby may be reinstated accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations Guaranteed hereby, and deemed reduced only (y) 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 Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and not so rescindedall costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, reduced, restored the Collateral Trustee or returnedany Holder in enforcing any rights under this Section.

Subsidiary Guarantees. Subject to Section 130110.07 hereof, each the Initial Guarantors, and any additional Guarantors that become Guarantors after the date of this Indenture; provided that, at any time a Restricted Subsidiary may become a Guarantor herebyat its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally, fully and unconditionally guarantees guarantee to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee, the due Collateral Agent and/or the International Security Agent and punctual payment the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of (and premium, if any) , and interest on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest (to the extent permitted by law) on the Notes, and all other payment Obligations of the Company to the Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, in each case pursuant to the terms of this Indenture (and not by operation of bankruptcy, insolvency or other applicable law), the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as if such payment were made by the Obligations of the Company. Each of the Subsidiary The Guarantors hereby jointly and severally agrees agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors hereby extent permitted by law, waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in such the Notes and this Indenture. If any Holder, the Trustee, an Agent, the Collateral Agent or the International Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that ifAgent is required by any court or otherwise to return to the Company, after the occurrence and during the continuance of an Event of DefaultGuarantors, the Trustee or any custodian or other similar official acting under any applicable bankruptcy law in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Holders are prevented by applicable law from exercising their respective rights to accelerate Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due Notes held thereby and punctual payment the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of (of, and premiuminterest, premium and Additional Interest, if any) and interest on such Security , on, the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise, and interest on the overdue principal of, premium, and (to the extent permitted by law) interest and Additional Interest, if any, on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee under the Indenture or the Notes will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that if, after it shall not be entitled to any right of subrogation in relation to the occurrence and during the continuance Holders in respect of an Event of Default, the Trustee or any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders are prevented by applicable law from exercising their respective rights to accelerate and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 130113.01, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each of the Subsidiary Guarantor hereby, jointly Guarantors hereby unconditionally and severally, fully and unconditionally irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the due Trustee and punctual payment of its successors and assigns that: (a) the principal of (and of, premium, if any) , and interest on such Security the Notes shall be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of such Security the extension or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and of this Indenture, and each severally obligated to pay the same immediately. Each Subsidiary Guarantor similarly guarantees to the Trustee the agrees that this is a guarantee of payment and not a guarantee of all amounts owing to the Trustee collection. (1) any principles or provisions of law, statutory or otherwise, which are or might be in accordance conflict with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly Guarantees and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor’s obligations hereunder, increase (2) the principal amount benefit of any statute of limitations affecting such SecuritySubsidiary Guarantor’s liability hereunder or the enforcement hereof, or increase the interest rate thereon(3) any rights to set-offs, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligencerecoupments and counterclaims and (4) promptness, presentment, demand for payment, diligence and any requirement that the Trustee or any of the Holders Benefited Party protect, secure, perfect or insure any security interest in or other lien on or any property subject thereto or exhaust any right or take thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action against or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, and any right to require a proceeding first against consent to any thereof; (g) to the Companyextent permitted under applicable law, protest the benefits of any “One Action” rule and (h) any defenses or notice benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with respect the terms of the Subsidiary Guarantees. Except to such Security or the indebtedness evidenced thereby extent expressly provided herein, including Sections 8.02, 8.03 and all demands whatsoever10.05, and each Subsidiary Guarantor hereby covenants that this its Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors any amount paid by either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation obligations guaranteed hereby until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect full of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.obligations guaranteed

Subsidiary Guarantees. Subject to Section 1301this Article 10, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due Notes held thereby and punctual payment the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of (of, and premium, if any) , interest and interest on such Security Additional Interest, if any, on, the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise, and interest (to the extent permitted by law) on the overdue principal of, and premium, if any, interest and Additional Interest, if any, on, the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance hereby waives, any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each of the Subsidiary Guarantor hereby, jointly Guarantors hereby unconditionally and severally, fully and unconditionally irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the due Trustee and punctual payment of its successors and assigns that: (a) the principal of (and of, premium, if any) , and interest on such Security the Notes shall be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of such Security the extension or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and of this Indenture, and each severally obligated to pay the same immediately. Each Subsidiary Guarantor similarly guarantees to the Trustee the agrees that this is a guarantee of payment and not a guarantee of all amounts owing to the Trustee collection. (1) any principles or provisions of law, statutory or otherwise, which are or might be in accordance conflict with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly Guarantees and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor’s obligations hereunder, increase (2) the principal amount benefit of any statute of limitations affecting such SecuritySubsidiary Guarantor’s liability hereunder or the enforcement hereof, or increase the interest rate thereon(3) any rights to set-offs, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligencerecoupments and counterclaims and (4) promptness, presentment, demand for payment, diligence and any requirement that the Trustee or any of the Holders Benefited Party protect, secure, perfect or insure any security interest in or other lien on or any property subject thereto or exhaust any right or take thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action against or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, and any right to require a proceeding first against consent to any thereof; (g) to the Companyextent permitted under applicable law, protest the benefits of any “One Action” rule and (h) any defenses or notice benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with respect the terms of the Subsidiary Guarantees. Except to such Security or the indebtedness evidenced thereby extent expressly provided herein, including Sections 8.02, 8.03 and all demands whatsoever10.05, and each Subsidiary Guarantor hereby covenants that this its Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors any amount paid by either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the purposes of a seriesthis Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed hereby and (y) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in Section 6.02 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any of the Holders. Each non-paying Subsidiary Guarantor shall be subrogated to all so long as the exercise of such right does not impair the rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. (A) Subject to Section 1301this Article 12, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully unconditionally guarantees, on a senior secured basis, as primary obligors and unconditionally guarantees not as a surety, to each Holder (and its successors and assigns) of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes, the Indenture Documents and/or the Obligations of the Company: (i) that the principal of (and premiumof, if any) and interest on such Security on, or any other amount payable to the Holders, under the Notes shall be promptly paid in full or performed when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase redemption or otherwise, and as interest on the overdue principal of and interest (including but not limited to any interest, fees, costs or charges that would accrue but for the provisions of applicable Bankruptcy Law after any insolvency proceeding), on the Notes, if any, if lawful; and (ii) that in the case of any extension of time of payment or renewal of any Notes or the payment of any other amount payable to the Holders, the same shall be promptly paid in full when due (such obligations in clauses (i) and (ii) being herein collectively called the “Guaranteed Obligations”) (B) Failing payment were made by when so due of any amount so guaranteed for whatever reason, the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (C) The Guarantors hereby agree that its their obligations hereunder shall be absolute, irrevocable and unconditional, irrespective ofof the value, and shall be unaffected bygenuineness, the validity, regularity or enforceability of such Security or the Notes, this Indenture, the Indenture Documents or any other agreement or instrument referred to herein or therein, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedof Guarantor, however, that, notwithstanding all to the fullest extent permitted by law. Without limiting the generality of the foregoing, no such releaseit is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which remain absolute, amendmentirrevocable and unconditional under any and all circumstances as described above, waiver to the fullest extent permitted by law: (i) at any time or indulgence shallfrom time to time, without notice to the consent Guarantors, the time for any performance of such Subsidiary Guarantor, increase or compliance with any of the principal amount of such SecurityGuaranteed Obligations shall be extended, or increase such performance or compliance shall be waived; (ii) any of the interest rate thereonacts mentioned in any of the provisions of this Indenture or the Notes, if any, or alter any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the Stated Maturity thereof. Each maturity of any of the Subsidiary Guarantors Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Indenture, Notes, or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of any Holder, the Collateral Trustee or the Trustee as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor. (D) Each Guarantor further, to the fullest extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security the Notes and this Indenture. (E) Until terminated in such accordance with Section 12.05, each Subsidiary Guarantee. Each Subsidiary 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 Securities of a seriesGuarantee shall, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the fullest extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee or other similar officer 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 Securities of a series, isNotes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of obligee on the SecuritiesNotes or Subsidiary Guarantees, 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, payment or any part thereof, is rescinded, reduced, restored or returned, the Securities 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. (F) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 7.02 hereof (and shall be deemed to have become automatically due and payable in the circumstances in said Section 7.02) for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Section 7.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. 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 Subsidiary Guarantees. (G) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Collateral Trustee in enforcing any rights under the Indenture Documents. (H) Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Section 12.01; provided that, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture, the Notes or the Indenture Documents shall have been paid in full in cash. (I) Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s '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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject (a) Each Guarantor required to execute and deliver a supplemental indenture or Guarantee Agreement, as applicable, pursuant to Section 13014.11 of this Indenture shall, each Subsidiary Guarantor herebyupon execution and delivery of its supplemental indenture or Guarantee Agreement, as applicable, jointly and severally, fully severally irrevocably and unconditionally guarantees guarantee, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, in accordance with of all obligations of the terms of such Security and of Issuer under this Indenture, and each Subsidiary Guarantor similarly guarantees Indenture (including obligations to the Trustee Trustee) and the Notes, whether for payment of all amounts owing to the Trustee in accordance with the terms principal of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any Notes and all other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account monetary obligations of the Holders, upon demand therefor, Issuer under this Indenture and the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by Notes (all the Trustee or any of foregoing being hereinafter collectively called the Holders“Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect remain bound under this Article X notwithstanding any extension or renewal of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to Guaranteed Obligation. (b) To the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the fullest extent permitted by applicable law; provided, howevereach Guarantor waives presentation to, that no Subsidiary 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 entitled affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or receive remedy against the Issuer or any payments arising out ofother Person under this Indenture, the Notes or any other agreement or otherwise, (ii) any extension or renewal of any thereof and (iii) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. (c) [Reserved]. (d) Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 and to the fullest extent permitted by applicable law, 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 payment of the obligations, or based upon, such right 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 contribution until the principal any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (and premium, if anyf) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Guarantor agrees that its Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescindedrescinded 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, reducedupon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary obligations of the Issuer to the Holder and the Trustee. (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article VI for the purposes of any Subsidiary 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 VI, 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 10.01. (i) Each Guarantor also agrees to pay any and not so rescindedall costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, reduced, restored each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor herebyhereby unconditionally and irrevocably guarantees, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns on an unsecured senior subordinated basis (i) the due full and punctual payment of the principal of (and of, premium, if any) , and interest on such Security the Securities when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for by redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase required repurchase or otherwise, and as if such payment were made by all other monetary obligations of the Company. Each of Company and the Subsidiary Guarantors hereby jointly under the Indenture and severally the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company and the Subsidiary Guarantors under the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor agrees that its obligations hereunder shall the Guaranteed Obligations may be absoluteextended or renewed, unconditionalin whole or in part, irrespective without further notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Ten notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Subsidiary Guarantor waives presentation to, demand of, payment from and shall be unaffected by, protest to the validity, regularity or enforceability of such Security or this Indenture, the absence Company of any action of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The Guaranteed Obligations of each Subsidiary Guarantor under the Indenture shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce the same any right or any release, amendment, waiver or indulgence granted to remedy against the Company or any other guarantor Person under the Indenture, the Securities or any consent to departure from other agent or otherwise; (b) any requirement extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other guarantee agreement; (d) the release of all any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the Securities failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; (f) subject to Section 1006, any change in the ownership of such series Subsidiary Guarantor; or (g) any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent . (c) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any performance and compliance when due (and not a guarantee of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, collection) and waives any right to require a proceeding first against the Company, protest or notice with respect to such Security that any resort be had by any Holder or the indebtedness evidenced thereby Trustee to any security held for payment of the Guaranteed Obligations. (d) Except as expressly set forth in Sections 902, 903, 1003 and all demands whatsoever1005, the obligations of each Subsidiary Guarantor under the Indenture 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 covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will 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 the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in respect of such Security except by complete the performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security and in guarantor or would otherwise operate as a discharge of such Subsidiary Guarantee. Guarantor as a matter of law or equity. (e) Each Subsidiary Guarantor further 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor herein shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) 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 Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Company or the Subsidiary Guarantors to the Holders and the Trustee. (g) Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article Four for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and deemed reduced only (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Four, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such amount paid Subsidiary Guarantor for the purposes of this Section 1002. (h) Each Subsidiary Guarantor also agrees to pay any and not so rescindedall costs and expenses (including attorneys’ fees and disbursements) incurred by the Trustee or any Holder in enforcing or obtaining advice of counsel in respect of any rights with respect to or collecting such Subsidiary Guarantor under its Subsidiary Guarantee under this Section 1002. (i) Subject to the provisions of Section 709, reducedthe Subsidiary Guarantees shall be unsecured senior subordinated obligations of each Subsidiary Guarantor, restored or returnedranking pari passu with all other existing and future senior subordinated indebtedness of such Subsidiary Guarantor. The Indebtedness evidenced by each Subsidiary Guarantee shall be subordinated pursuant to Article Eleven.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully severally irrevocably and unconditionally guarantees guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns (i) the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure obligations of the Company punctually under this Indenture (including obligations to make any such payment, each Subsidiary Guarantor hereby, jointly the Trustee) and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableSecurities, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective principal of, and shall be unaffected byinterest on or Additional Interest, the validityif any, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any in respect of the Securities and all other monetary obligations of such series the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or any other circumstances which might otherwise constitute a legal under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or equitable discharge renewed, in whole or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from each such Subsidiary Guarantor, increase the principal amount and that each such Subsidiary Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. any Guaranteed Obligation. (b) Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentmentpresentation to, demand for payment, any requirement that of payment from and protest to the Trustee or Company of any of the Holders protect, secure, perfect Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or insure the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any security interest in Holder or other lien on the Trustee to assert any property subject thereto claim or exhaust demand or to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Securities or any collateralother agreement or otherwise, filing (ii) any extension or renewal of claims with a court any thereof, (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, (iv) 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 event ownership of insolvency or bankruptcy such Subsidiary Guarantor. (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require a proceeding first against the Company, protest or notice with respect to such Security that any resort be had by any Holder or the indebtedness evidenced thereby Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 8.01(b), 10.02 and all demands whatsoever10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will 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 respect of such Security except by complete the performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in such Security and in such any manner or to any extent vary the risk of any Subsidiary Guarantee. Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. (f) Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest or Additional Interest, if any, on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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 Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or interest or Additional Interest, restored if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. (h) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article 6 for the purposes of any Subsidiary 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 Subsidiary Guarantor for the purposes of this Section 10.01. (i) Each Subsidiary Guarantor also agrees to pay any and not so rescindedall costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (j) Upon request of the Trustee, reduced, restored each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject to Section 1301, each In the event that any Restricted Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder (other than a Foreign Subsidiary) of the Borrower that constitutes a Security authenticated and delivered Material Subsidiary is acquired or formed after the Closing Date or it is otherwise agreed by the TrusteeBorrower that such Restricted Subsidiary is to become a Guarantor (including as a result of failure to satisfy the Aggregate Subsidiary Threshold), then the due and punctual payment Borrower shall (within thirty (30) days after the end of the principal Fiscal Quarter in which such Material Subsidiary having been formed or acquired or within thirty (30) days of the Borrower having agreed that such Restricted Subsidiary shall become a Guarantor (or, in each case, such longer period as the Administrative Agent may approve, such approval not to be unreasonably withheld, delayed or conditioned)) cause such Material Subsidiary to execute and deliver to the Administrative Agent the Guarantee or a supplement to the Guarantee (and premiumin connection therewith, if anyprovide to the Administrative Agent such documents with respect to such Restricted Subsidiary corresponding to those set forth in Section 4.01(a)(ii) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor(iii)); provided, however, that, notwithstanding the foregoingif such Material Subsidiary is non-wholly owned, no such releaseGuarantee shall be required (for avoidance of doubt, amendmentneither Parts Advantage nor VPT shall be required to be a Guarantor hereunder so long as such Subsidiaries remain non-wholly owned Subsidiaries of the Borrower), waiver or indulgence shall, without the consent and provided that Borrower elects not to cause delivery of such Subsidiary GuarantorGuaranty, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, then any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained Investment in such Security and in such non-wholly owned Domestic Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated subject to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this IndentureSection 7.04 hereof; provided, further, however, that no if any non-wholly owned Subsidiary becomes a wholly owned Subsidiary, the Borrower shall cause such Material Subsidiary to become a Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until within thirty (30) days after the principal of (and premium, if any) and interest on all Securities end of the relevant series issued hereunder shall have been paid Fiscal Quarter in full. Each which such Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedbecomes wholly-owned.

Subsidiary Guarantees. (a) Subject to Section 1301the provisions of this Article X, each Subsidiary Guarantor herebyGuarantor, jointly and severally, fully hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated Securities and delivered by to the Trustee, Trustee for itself and on behalf of the Holders (i) the due and punctual payment of the principal of (and of, premium, if any) , interest and interest Additional Interest, if any, in full on such each Security when and as the same shall become due and payable, payable whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on the overdue principal of, premium, if any, interest and Additional Interest, if any, in full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Subsidiary Guarantors to the Holders or the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of such Security the Securities and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such paymentprincipal or interest payment or the failure of the Company or any other Subsidiary Guarantor to perform any such other Obligation, each Subsidiary Guarantor hereby, jointly and severally, hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase declaration of acceleration or otherwise, and as if such payment were made by the CompanyCompany and to perform any such other Obligation of the Company immediately. Each Subsidiary Guarantor hereby further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Subsidiary Guarantees. The Subsidiary Guarantees under this Article X are guarantees of payment and not of collection. (b) Each of the Subsidiary Guarantors hereby jointly Company and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyCompany or any other Subsidiary Guarantor, any right to require a proceeding first against the CompanyCompany or any other Subsidiary Guarantor, protest or notice with respect to such Security the Securities or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this these Subsidiary Guarantee Guarantees will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in such Security the Securities and in this Indenture, or as otherwise specifically provided therein and herein. (c) Each Subsidiary Guarantor hereby waives and relinquishes: (i) any right to require the Trustee, the Holders or the Company (each, a “Benefited Party”) to proceed against the Company, the Subsidiaries of the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Subsidiary Guarantors; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, the Subsidiaries of the Company, any Benefited Party, any creditor of the Subsidiary Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (vi) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (d) Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and Holders and the Trustee, on the other hand, (i) for purposes of the relevant Subsidiary Guarantee, the maturity of the Obligations guaranteed by such Subsidiary Guarantee may be accelerated as provided in Article VI herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (ii) in the event of any acceleration of such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by such Subsidiary Guarantor for purposes of such Subsidiary Guarantee. Each . (e) The Subsidiary Guarantor agrees that ifGuarantees shall continue to be effective or shall be reinstated, after as the occurrence and during case may be, if at any time any payment, or any part thereof, of principal of, premium, if any, interest or Additional Interest, if any, on any of the continuance of an Event of Default, Securities is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of a seriesSubsidiary Guarantors, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, all as though such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have payment had not been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. made. (f) Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its the Subsidiary Guarantee Guarantees or this Indenture; provided, however, that no a Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and of, premium, if any) , interest and interest Additional Interest, if any, on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Security authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due Notes held thereby and punctual payment the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of (and premium, if any) , and interest on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, if any, (to the extent permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance hereby waives, any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject So long as Notes are Outstanding under this Indenture, neither MAALP nor MAA will cause, permit or suffer CRLP to Guaranty any Unsecured Debt of MAALP that is outstanding under the Principal Credit Agreement (the “Guaranteed Debt”) unless (1) CRLP, MAALP and MAA shall contemporaneously execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D to this Indenture (a “Subsidiary Guarantee Supplemental Indenture”) (the Trustee may, but need not be, a party to such Subsidiary Guarantee Supplemental Indenture) providing for CRLP’s guarantee of the Notes as set forth in Article Fifteen of this Indenture and in the Subsidiary Guarantees, if any, of CRLP endorsed on the certificates evidencing the Notes and pursuant to which CRLP shall become a party to this Indenture and (2) if such Guaranteed Debt is: (1) pari passu in right of payment with the Notes, then CRLP’s Guaranty of such Guaranteed Debt shall be pari passu in right of payment with, or subordinated in right of payment to, its Subsidiary Guarantee of the Notes, or (2) subordinated in right of payment to the Notes, then CRLP’s Guaranty of such Guaranteed Debt shall be subordinated in right of payment to its Subsidiary Guarantee of the Notes to at least the extent that the Guaranteed Debt is subordinated in right of payment to the Notes In the event that CRLP is required to enter into a Subsidiary Guarantee Supplemental Indenture, MAALP and MAA shall deliver to the Trustee an Officer’s Certificate of MAALP and MAA and an Opinion of Counsel, in each case to the effect set forth in Section 13019.05 (which Officer’s Certificate and Opinion of Counsel shall expressly refer to and cover such Subsidiary Guarantee Supplemental Indenture as contemplated by Section 9.05), each and to the further effect that the Subsidiary Guarantor herebyGuarantees of CRLP to be endorsed on the certificates evidencing the Notes have been duly authorized by CRLP and, jointly when executed by CRLP and severally, fully and unconditionally guarantees to each Holder of a Security authenticated endorsed on Notes which have been executed and delivered by MAALP and authenticated by the Trustee, the due will constitute valid and punctual payment binding obligations of the principal of (and premiumCRLP, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, enforceable against CRLP in accordance with the terms of such Security their terms, subject to customary exceptions; and of this Indenture, and each Subsidiary Guarantor similarly guarantees MAALP shall deliver to the Trustee a Board Resolution of CRLP authorizing and approving the payment of all amounts owing to the Trustee in accordance with the form and terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly Guarantee Supplemental Indenture, this Indenture and severally agrees that of CRLP’s Subsidiary Guarantees to be endorsed on the certificates evidencing the Notes and further authorizing CRLP to execute, deliver and perform its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, under the validity, regularity or enforceability of such Security or this Subsidiary Guarantee Supplemental Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such this Indenture and its Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien Guarantees endorsed on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedNotes.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, on a senior (unless subordinated pursuant to Article 11) unsecured basis, to each Holder of a Security that is entitled to the benefits of a Subsidiary Guarantee and that is authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due Securities held thereby and punctual payment the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of (and premium, if any) , and interest on such Security the Securities will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on the Securities, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Subsidiary Guarantees hereunder is intended to be a general, unsecured, senior obligation of the related Guarantor and will rank pari passu in right of payment with all Senior Indebtedness of such Security and Guarantor (except as provided pursuant to Article 11). An Event of Default under this IndentureIndenture or the Securities shall constitute an event of default under the Subsidiary Guarantees, and each Subsidiary Guarantor similarly guarantees shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the Trustee same extent as the Obligations of the Issuers. Each of the Guarantors hereby agrees that in the event of a default in payment of all amounts owing to the Trustee in accordance with principal of, or premium, if any, or interest on the terms Debt Securities of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableseries, whether at the Stated Maturity or by declaration of acceleration, call for redemption, offer to purchase redemption or otherwise, and as if such payment were made legal proceedings may be instituted by the Company. Each Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Subsidiary Guarantee without first proceeding against the Issuers or any other Guarantor. The Guarantors hereby jointly and severally agrees agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance hereby waives, any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed thereby, and (b) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully severally irrevocably and unconditionally guarantees guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated Noteholder and delivered by to the Trustee, Trustee and its successors and assigns (i) the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for by redemption, offer to purchase repurchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure obligations of the Company punctually under this Indenture (including obligations to make any such paymentthe Trustee) and the Notes, each whether for payment of principal of, Interest on, in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally further agrees that its obligations hereunder shall the Guaranteed Obligations may be absoluteextended or renewed, unconditional, irrespective of, and shall be unaffected by, the validity, regularity in whole or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from each such Subsidiary Guarantor, increase the principal amount and that each such Subsidiary Guarantor shall remain bound under this Article 17 notwithstanding any extension or renewal of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. any Guaranteed Obligation. (b) Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentmentpresentation to, demand for payment, any requirement that of payment from and protest to the Trustee or Company of any of the Holders protect, secure, perfect Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or insure the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any security interest in Noteholder or other lien on the Trustee to assert any property subject thereto claim or exhaust demand or to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Notes or any collateralother agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, filing waiver, amendment or modification of claims with a court any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Noteholder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Noteholder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the event ownership of insolvency or bankruptcy of the Company, such Subsidiary Guarantor. (c) Each Subsidiary Guarantor hereby waives any right to require a proceeding first against which it may be entitled to have its obligations hereunder divided among the CompanySubsidiary Guarantors, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary GuaranteeGuarantor’s obligations would be less than the full amount claimed. Each Subsidiary Guarantor agrees that if, after hereby waives any right to which it may be entitled to have the occurrence and during the continuance of an Event of Default, the Trustee or any assets of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity Company first be used and depleted as payment of the Securities of a series, to collect interest on the Securities of a series, Company’s or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees Guarantor’s obligations hereunder prior to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts being claimed from or paid by such Subsidiary Guarantor on account of hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Security pursuant to the provisions of Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Noteholder or this Indenture; provided, however, that no the Trustee to any security held for payment of the Guaranteed Obligations. (e) The Subsidiary Guarantee of each Subsidiary Guarantor shall be entitled is, to enforce or to receive any payments arising out ofthe extent and in the manner set forth in Article 18, or based upon, such subordinated and subject in right of subrogation until payment to the prior payment in full of the principal of (and premium, if any) , and interest on all Securities Senior Indebtedness of the relevant series issued Subsidiary Guarantor and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 17.03 and 17.07, the obligations of each Subsidiary Guarantor hereunder shall have been paid in fullnot 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. Each Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor that makes herein shall not be discharged or is required impaired or otherwise affected by the failure of any Noteholder or the Trustee to make assert any payment 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, wilful or otherwise, in respect the performance of its Subsidiary Guarantee shall be entitled the obligations, or by any other act or thing or omission or delay to seek contribution from do any other act or thing which may or might in any manner or to any extent vary the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no risk of any Subsidiary Guarantor shall be entitled to enforce or receive would otherwise operate as a discharge of any payments arising out ofSubsidiary Guarantor as a matter of law or equity. (g) Except as otherwise provided herein, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each each Subsidiary Guarantor agrees that its Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or Interest on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Noteholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Noteholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or Interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Noteholders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid Interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary obligations of the Company to the Noteholders and the Trustee. (i) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Noteholders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 18. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Noteholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article 7 for the purposes of any Subsidiary 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 7, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such amount paid Subsidiary Guarantor for the purposes of this Section 17.02. (j) Each Subsidiary Guarantor also agrees to pay any and not so rescindedall costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Noteholder in enforcing any rights under this Section 17.02. (k) Upon request of the Trustee, reduced, restored each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject to Section 1301this Article 15, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully unconditionally guarantees, on a senior secured basis, as primary obligors and unconditionally guarantees not as a surety, to each Holder (and its successors and assigns) of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes and/or the Obligations of the Company hereunder and thereunder, that: (a) the principal of (and premiumof, if any) and interest on such Security on, each of the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitystated maturity, by required prepayment, declaration, demand, by acceleration, call for redemption, offer to purchase upon repurchase or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest (including but not limited to any outstanding accrued but not yet capitalized PIK Interest, all outstanding capitalized PIK Interest and any Additional Interest, and any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) and any outstanding Make-Whole Payment on the Notes, and all other payment obligations of the Company to the Holders or the Trustee under this Indenture or the Notes will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or stated maturity, by acceleration, call upon repurchase or otherwise (such obligations in clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”). Failing payment when so due of any amount so guaranteed for redemptionwhatever reason, offer the Guarantors will be jointly and severally obligated to purchase pay the same immediately. An Event of Default under this Indenture or otherwisethe Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as if such payment were made by the obligations of the Company. Each of the Subsidiary The Guarantors hereby jointly and severally agrees agree that its their obligations hereunder shall be absolute, irrevocable and unconditional, irrespective ofof the value, and shall be unaffected bygenuineness, the validity, regularity or enforceability of such Security the Notes or this IndentureIndenture or any other agreement or instrument referred to herein or therein, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any circumstance (other guarantee of all or any of the Securities of such series or any other circumstances than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding Guarantor. Without limiting the generality of the foregoing, no such releaseit is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which remain absolute, amendment, waiver irrevocable and unconditional under any and all circumstances as described above: (i) at any time or indulgence shallfrom time to time, without notice to the consent Guarantors, the time for any performance of such Subsidiary Guarantor, increase or compliance with any of the principal amount of such SecurityGuaranteed Obligations shall be extended, or increase such performance or compliance shall be waived; (ii) any of the interest rate thereonacts mentioned in any of the provisions of this Indenture or the Notes, if any, or alter any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the Stated Maturity thereofmaturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Indenture, Notes, or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of any Holder or the Trustee as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor. Each of Guarantor further, to the Subsidiary Guarantors extent permitted by law, hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Credit Parties, or any custodian, Trustee or other similar official acting in relation to any Credit Party, any amount paid by any Credit Party to the Trustee or such Security Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and in such Subsidiary Guaranteeeffect. Each Subsidiary Guarantor agrees that if, after it shall not be entitled to any right of subrogation in relation to the occurrence and during the continuance Holders in respect of an Event of Default, the Trustee or any obligations guaranteed hereby until payment in full of the obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders are prevented by applicable law from exercising their respective rights to accelerate and the Trustee, on the other hand, (a) the maturity of the Securities of a series, obligations guaranteed hereby may be accelerated as provided in Article 9 hereof (and shall be deemed to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been become automatically due and payable had in the circumstances in said Article 9) for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such rights acceleration in respect of the obligations guaranteed thereby, and remedies been permitted to be exercised (b) in the event of any declaration of acceleration of such obligations as provided in Article 9 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Trustee or Guarantor for the purpose of its Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 1301this Article 10, each of the Subsidiary Guarantor hereby, jointly Guarantors hereby unconditionally and severally, fully and unconditionally irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, Trustee and to the due Trustee and punctual payment of its successors and assigns that: (a) the principal of (and of, premium, if any) , and interest on such Security the Notes shall be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of such Security the extension or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and of this Indenture, and each severally obligated to pay the same immediately. Each Subsidiary Guarantor similarly guarantees to the Trustee the agrees that this is a guarantee of payment and not a guarantee of all amounts owing to the Trustee collection. (1) any principles or provisions of law, statutory or otherwise, which are or might be in accordance conflict with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly Guarantees and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor’s obligations hereunder, increase (2) the principal amount benefit of any statute of limitations affecting such SecuritySubsidiary Guarantor’s liability hereunder or the enforcement hereof, or increase the interest rate thereon(3) any rights to set-offs, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligencerecoupments and counterclaims and (4) promptness, presentment, demand for payment, diligence and any requirement that the Trustee or any of the Holders Benefited Party protect, secure, perfect or insure any security interest in or other lien on or any property subject thereto or exhaust any right or take thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action against or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, and any right to require a proceeding first against the Company, protest or notice with respect consent to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenturethereof; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if anyg) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to under applicable law, rescinded the benefits of any “One Action” rule and (h) any defenses or reduced in amountbenefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or must otherwise be restored or returned by any Holder which may conflict with the terms of the Securities, 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 Securities 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.Subsidiary

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor (a) Each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the Obligations of the Company hereunder or thereunder, that: (i) the principal of (and premiuminterest and Liquidated Damages, if any) and interest , on such Security the Notes shall be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase repurchase or otherwise, and interest on the overdue principal of and interest and Liquidated Damages, if any, on the Notes, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase repurchase or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby shall be jointly and severally agrees obligated to pay the same immediately. (b) The Guarantors hereby agree that its obligations their Obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Notes and this Indenture. (c) If any Holder of Notes or the Trustee is required by any court or otherwise to return to the Company or Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee. , to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Subsidiary 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 subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate of Notes in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Securities Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of a seriesthis Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities Obligations guaranteed hereby and (2) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such Obligations as provided in Article 6 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been Obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantors for the purpose of this Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. (a) Subject to this Section 13015.3, each Subsidiary Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder holder of the Notes (each, a Security authenticated “Holder”) that: (i) the principal of, and delivered by the Trusteeinterest on, the due and punctual payment of the principal of (and premium, if any) and interest on such Security Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the holders of a Note thereunder will be promptly paid in full or performed, all in accordance with the terms thereof and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that, to the fullest extent permitted by applicable law, their obligations hereunder shall be absolute, are unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of Guarantor hereby waives, to the Subsidiary Guarantors hereby waives the benefits of fullest extent permitted by applicable law, diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Agreement. (c) If any Holder is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to such Security Holder, this guarantee, to the extent theretofore discharged, will be reinstated in full force and in such Subsidiary Guarantee. effect. (d) Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance it will not be entitled to any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, on the other hand, (i) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in the Notes for the purposes of a seriesthis guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed hereby, and (ii) in the event of a series, or to enforce or exercise any other right or remedy with respect to declaration of acceleration of such obligations as provided in the Securities of a seriesNotes, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) will forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantors for the purpose of this guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders under this guarantee. (e) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Securities upon which its Subsidiary Guarantee is endorsed against U.S. Code or any similar federal or state law for the Company relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. To effectuate the foregoing intention, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of any amounts paid by such Subsidiary Guarantor on account the obligations of such Security pursuant other Guarantor under this Section 5.3, result in the obligations of such Guarantor under its guarantee not constituting a fraudulent transfer or conveyance. (f) Within five Business Days (or such extended period as the Requisite Holders may allow) of the acquisition or creation of any direct or indirect subsidiary, the Company shall cause such subsidiary to execute and to deliver to the provisions Holders a Notation of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor Each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guaranty to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) and interest on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company or Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid by either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance they shall not be entitled to any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of a seriesthis Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed hereby, and (y) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in Article 6, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantors for the purpose of this Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. (a) Notwithstanding any provision of this Article to the contrary, the provisions of this Article relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Subsidiary Guarantee of each of the Subsidiary Guarantors. (b) Subject to Section 1301this Article, each of the Subsidiary Guarantor Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder holder of a Security authenticated and delivered by the Trustee, to the due Trustee and punctual payment their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (1) the principal of (and of, premium, if any) , and interest on such Security on, the Securities will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase repurchase or otherwise, and interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Securityholders or the Trustee hereunder or thereunder will be promptly 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 Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity date of maturity of interest or principal of any Security, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. (c) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be absolute, are unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any holder of the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in the Securities and this Indenture. (d) If any Securityholder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any Custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by any of them to the Trustee or such Security and in such Securityholder, each Subsidiary Guarantor’s Subsidiary Guarantee. , to the extent theretofore discharged, will be reinstated in full force and effect. (e) Each Subsidiary Guarantor agrees that ifit will not be entitled to any right of subrogation in relation to the Securityholders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, after as between the occurrence Subsidiary Guarantors, on the one hand, and during the continuance of an Event of DefaultSecurityholders and the Trustee, on the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate other hand, (i) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed hereby, and (ii) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in Article 6, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) will forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or any each of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of Guarantors for the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions purpose of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. Subject to Section 1301, (a) The Parent Guarantor and the Obligors will ensure that at all times each Subsidiary (other than the Company and the Guarantor) that has outstanding a Guaranty with respect to any Indebtedness of the Parent Guarantor herebyoutstanding under any Credit Facility (or is otherwise a co-obligor on, or jointly liable with respect to, any such Indebtedness) is a Subsidiary Guarantor. (b) The Parent Guarantor and severallythe Obligors will cause each Subsidiary which is or becomes a Subsidiary Guarantor to execute and deliver a Subsidiary Guarantee and to provide, fully and unconditionally guarantees together with an executed copy thereof, the following to each Holder holder of a Security authenticated Note: (i) a certificate signed by a director of such Subsidiary confirming that such Subsidiary is, and delivered after giving the Subsidiary Guarantee will be, able to pay its debts as they become due; and (ii) an opinion in form and substance reasonably satisfactory to the Required Holders from legal advisors to such Subsidiary covering the execution and enforceability of such Subsidiary Guarantee and other matters incidental thereto. (c) Notwithstanding anything in this Agreement or in any Subsidiary Guarantee to the contrary, upon notice by the Trustee, Parent Guarantor or the due and punctual payment Obligors to each holder of a Note (which notice shall contain a certification by the principal of Parent Guarantor or the Obligors as to the matters specified in clauses (and premium, if anyx) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, (y) below and shall be unaffected by, accompanied by a certification or other instrument executed by the validity, regularity creditor or enforceability of such Security creditors (or this Indenture, an agent acting on their behalf) evidencing the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any release of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each applicable Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee obligations under its Guaranty or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce co-obligation or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstatedjoint liability, as the case may be, if at in favor of such creditor or creditors), each of its Subsidiary Guarantors specified in such notice shall cease to be a Subsidiary Guarantor and shall be automatically released from its obligations under its Subsidiary Guarantee (without the need for the execution or delivery of any time payment and performance of the Securities other document by any holder of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, Note or any part thereofother Person) if, is rescindedas at the date of such notice, reduced, restored after giving effect to such release (x) the Parent Guarantor and the Obligors will be in compliance with the requirement of Subsection (a) above and (y) no Default or returned, the Securities shall, to the fullest extent permitted by law, Event of Default shall have occurred and be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedcontinuing.

Subsidiary Guarantees. Subject (a) The Company shall promptly cause each Additional Subsidiary Guarantor to execute and deliver a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders. (b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of Notes, cause any of its Subsidiaries which are not otherwise Subsidiary Guarantors pursuant to Section 13019.8(a) to enter into a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, each including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders (an “Optional Subsidiary Guarantee”). A Subsidiary that enters into an Optional Subsidiary Guarantee shall be referred to as an “Optional Subsidiary Guarantor”. (c) The delivery of a Subsidiary Guarantee by any Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered shall be accompanied by the Trusteefollowing: (i) an Officer’s Certificate from such Subsidiary Guarantor confirming that (A) the representations and warranties of such Subsidiary Guarantor contained in such Subsidiary Guarantee are true and correct in all material respects, and (B) the due and punctual payment guarantee provided under the Subsidiary Guarantee would not cause any borrowing, guaranteeing or similar limit binding on the Subsidiary Guarantor to be exceeded; (ii) copies of the principal articles of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase association or otherwise, in accordance with the terms certificate or articles of such Security and of this Indentureincorporation, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such paymentother constitutive documents, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase resolutions of the principal amount board of directors (and, where applicable, the shareholders) of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each Subsidiary Guarantor authorizing its execution and delivery of the Subsidiary Guarantors hereby waives Guarantee and the benefits transactions contemplated thereby, and specimen signatures of diligenceauthorized officers of such Subsidiary Guarantor (in each case, presentmentcertified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Subsidiary Guarantor); and (iii) a legal opinion, demand for paymentreasonably satisfactory in form, scope and substance to the Required Holders, of independent legal counsel to the effect that, subject to customary qualifications and assumptions, (1) such Subsidiary Guarantor is duly and validly organized and existing under the laws of its jurisdiction of organization and (if applicable in such jurisdiction) is in good standing, (2) such Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary Guarantor, and (3) such Subsidiary Guarantee is enforceable in accordance with its terms. An original executed counterpart of each such Subsidiary Guarantee shall be delivered to each holder of Notes promptly after the execution thereof. (d) In the event that an Additional Subsidiary Guarantor at any requirement that time ceases to guarantee the Trustee or any obligations of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or other Group members under any Principal Credit Facility and is no longer a borrower or other Person or obligor under any collateralPrincipal Credit Facility, filing of claims with a court in the event of insolvency or bankruptcy Company may upon written notice to the holders of the CompanyNotes referring to this Section 9.8(d), any right which notices shall be accompanied by an Officer’s Certificate certifying as to require a proceeding first against the Companymatters set forth in clauses (i) and (ii) below, protest or notice with respect to such Security or terminate the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect issued by such Additional Subsidiary Guarantor with effect from the date of such Security except by complete performance notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.6 following the obligations contained in such Security and in termination of such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid (ii) no payment by such Subsidiary Guarantor on account is due under such Subsidiary Guarantor’s Subsidiary Guarantee. (e) The Company may further, from time to time at its sole discretion and upon written notice to the holders of the Notes referring to this Section 9.8(e), which shall be accompanied by an Officer’s Certificate certifying as to the matters set forth in sub-paragraphs (i) and (ii) below, terminate an Optional Subsidiary Guarantee issued by an Optional Subsidiary Guarantor with effect from the date of such Security pursuant to notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.6 following the provisions termination of its such Optional Subsidiary Guarantee or this Indenture; provided, however, that Guarantee) and (ii) no payment by such Optional Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, is due under such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Optional Subsidiary Guarantor that makes or is required to make any payment in respect of its Guarantor’s Optional Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. Subject to Section 1301, each Each of the Subsidiary Guarantor hereby, Guarantors hereby jointly and severally, fully and severally unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest (including interest that, but for the occurrence of an insolvency proceeding involving or filing of a petition in bankruptcy by or against the Company would accrue, whether or not such interest is allowed in such insolvency or bankruptcy proceeding) on such Security and other amounts under the Indenture when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture; provided, and each however, that the liability of a Subsidiary Guarantor similarly guarantees hereunder shall not exceed at any time the maximum amount of Indebtedness permitted at the time of the grant of such Subsidiary Guarantee or, if greater, at the time payment is required under such Subsidiary Guarantee, to the Trustee the payment of all amounts owing to the Trustee be incurred in accordance compliance with the terms of this Indentureany applicable fraudulent conveyance or similar law. In case of the failure of the Company punctually to make any such payment, each of the Subsidiary Guarantor hereby, Guarantors hereby jointly and severally, severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same same, any exchange, release or non-perfection of any Lien on any Collateral for, or any release, amendment, release or amendment or waiver or indulgence granted to the Company or of any term of any other guarantor guarantee of, or any consent to departure from any requirement of any other guarantee of all or any of the Securities Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Law, any borrowing or grant of a security interest by the Company, as debtor-in-possession, under Section 364 of the Bankruptcy Law, the disallowance, under Section 502 of the Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such series Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateralCollateral, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCompany or any Collateral, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness Indebtedness evidenced thereby or hereby and all demands whatsoever, and covenants covenants, that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in such Security, this Indenture and in this Subsidiary Guarantee. Each Subsidiary Guarantor hereby waives all suretyship defenses and all defenses based upon impairment of suretyship status. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest (including interest that, but for the occurrence of an insolvency proceeding involving or filing of a petition in bankruptcy by or against the Company would accrue, whether or not such interest is allowed in such insolvency or bankruptcy proceeding) on such Security and other amounts under the Indenture, whether at their 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 Security, subject to the terms and conditions set forth in such this Indenture, directly against each of the Subsidiary GuaranteeGuarantors to enforce this Subsidiary Guarantee without first proceeding against the Company. Each Subsidiary 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 Securities of a seriesSecurities, to collect interest (including interest that, but for the occurrence of an insolvency proceeding involving or filing of a petition in bankruptcy by or against the Company would accrue, whether or not such interest is allowed in such insolvency or bankruptcy proceeding) on the Securities of a seriesSecurities, or to enforce or exercise any other right or remedy with respect to the Securities of a seriesor this Indenture, or the Trustee or the Holders are prevented from taking any action to realize on the Collateral, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security Securities pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest (including interest that, but for the occurrence of an insolvency proceeding involving or filing of a petition in bankruptcy by or against the Company would accrue, whether or not such interest is allowed in such insolvency or bankruptcy proceeding) on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the and other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued amounts hereunder shall have been paid in full. Each Subsidiary 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 '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 Securities of a seriesSecurities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of obligee on the Securities, 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 Securities 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.

Subsidiary Guarantees. The Issuer may designate any Restricted Subsidiary to be a Subsidiary Guarantor. Any such designation shall be evidenced by a certified resolution of the Board of Directors delivered to the Trustee. Subject to Section 130113.5 hereof, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, the due Securities and punctual payment the obligations of the Issuer hereunder and thereunder, that: (a) the principal of (and of, premium, if any) , and interest on such Security the Securities will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal, premium, if any (to the extent permitted by law), and interest on any interest, if any, on the Securities, and all other payment obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Subsidiary Guarantees, and as if such payment were made by shall entitle the Company. Each Holders to accelerate the obligations of the Subsidiary Guarantors hereby jointly hereunder in the same manner and severally agrees to the same extent as the obligations of the Issuer. The Subsidiary Guarantors agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity validity or enforceability of such Security the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any notice of the Holders protectacceleration, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateralnotice of intent to accelerate, 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 CompanyIssuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, and covenants that this the Subsidiary Guarantee will not be discharged Guarantors, or any liquidator or other similar official acting in respect of relation to either the Issuer or the Subsidiary Guarantors, any amount paid by the Issuer or any Subsidiary Guarantor to the Trustee or such Security except by complete performance of Holder, the obligations contained in such Security and in such Subsidiary Guarantee, to the extent theretofore discharged by such payment, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance waives, any right to exercise any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented in respect of any obligations guaranteed by applicable law from exercising their respective rights to accelerate the Subsidiary Guarantee, except as provided under Section 13.5 hereof. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed by the Subsidiary Guarantee may be accelerated as provided in Article 5 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed thereby, and (y) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in Article 5 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each each Subsidiary Guarantor shall be subrogated to all rights of for the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions purpose of its Subsidiary Guarantee or this Indenture; provided, however, that no Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor shall be entitled pursuant to enforce or to receive any payments arising out of, or based upon, such right of subrogation until Section 13.5 after the principal of (Securities and premium, if any) and interest on all Securities of the relevant series issued obligations hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors full to the extent permitted by applicable law; provided, however, that no Holders under the Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject (a) The Company shall promptly cause each Additional Subsidiary Guarantor to execute and deliver a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders. (b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of Notes, cause any of its Subsidiaries which are not otherwise Subsidiary Guarantors pursuant to Section 13019.8(a) to enter into a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, each including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders (an “Optional Subsidiary Guarantee”). A Subsidiary that enters into an Optional Subsidiary Guarantee shall be referred to as an “Optional Subsidiary Guarantor”. (c) The delivery of a Subsidiary Guarantee by any Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered shall be accompanied by the Trusteefollowing: (i) an Officer’s Certificate from such Subsidiary Guarantor confirming that (A) the representations and warranties of such Subsidiary Guarantor contained in such Subsidiary Guarantee are true and correct in all material respects, and (B) the due and punctual payment guarantee provided under the Subsidiary Guarantee would not cause any borrowing, guaranteeing or similar limit binding on the Subsidiary Guarantor to be exceeded; (ii) copies of the principal articles of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase association or otherwise, in accordance with the terms certificate or articles of such Security and of this Indentureincorporation, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such paymentother constitutive documents, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase resolutions of the principal amount board of directors (and, where applicable, the shareholders) of such SecuritySubsidiary Guarantor authorizing its execution and delivery of such Subsidiary Guarantee and the transactions contemplated thereby, and specimen signatures of authorized officers of such Subsidiary Guarantor (in each case, certified as correct and complete copies by the secretary or increase an assistant secretary (or an equivalent officer) of such Xxxxxxxxxx Xxxxxxxxx); and (iii) a legal opinion, reasonably satisfactory in form, scope and substance to the interest rate thereonRequired Holders, or alter of independent legal counsel to the Stated Maturity effect that, subject to customary qualifications and assumptions, (1) such Subsidiary Guarantor is duly and validly organized and existing under the laws of its jurisdiction of organization and (if applicable in such jurisdiction) is in good standing, (2) such Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary Guarantor, and (3) such Subsidiary Guarantee is enforceable in accordance with its terms. An original executed counterpart of each such Subsidiary Guarantee shall be delivered to each holder of Notes promptly after the execution thereof. Each . (d) In the event that an Additional Subsidiary Guarantor at any time ceases to guarantee the obligations of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or other Group members under any Principal Credit Facility and is no longer a borrower or other Person or obligor under any collateralPrincipal Credit Facility, filing of claims with a court in the event of insolvency or bankruptcy Company may upon written notice to the holders of the CompanyNotes referring to this Section 9.8(d), any right which notices shall be accompanied by an Officer’s Certificate certifying as to require a proceeding first against the Companymatters set forth in clauses (i) and (ii) below, protest or notice with respect to such Security or terminate the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect issued by such Additional Subsidiary Guarantor with effect from the date of such Security except by complete performance notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.6 following the obligations contained in such Security and in termination of such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid (ii) no payment by such Subsidiary Guarantor on account is due under such Subsidiary Guarantor’s Subsidiary Guarantee. (e) The Company may further, from time to time at its sole discretion and upon written notice to the holders of the Notes referring to this Section 9.8(e), which shall be accompanied by an Officer’s Certificate certifying as to the matters set forth in sub-paragraphs (i) and (ii) below, terminate an Optional Subsidiary Guarantee issued by an Optional Subsidiary Guarantor with effect from the date of such Security pursuant to notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.6 following the provisions termination of its such Optional Subsidiary Guarantee or this Indenture; provided, however, that Guarantee) and (ii) no payment by such Optional Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, is due under such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Optional Subsidiary Guarantor that makes or is required to make any payment in respect of its Guarantor’s Optional Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor Each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guaranties to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) and interest on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby will be jointly and severally agrees obligated to pay the same immediately. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency insolvency, or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company or Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid by either to the Assignee or such Security and in such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance they shall not be entitled to any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of a seriesthis Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed hereby, and (y) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in Article 6, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Guarantors for the purpose of this Subsidiary Guarantee. 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 Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.

Subsidiary Guarantees. Subject to Section 130113.1, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness of each Subsidiary Guarantor evidenced by the Subsidiary Guarantees is, to the extent provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of each Subsidiary Guarantor, and the Subsidiary Guarantees are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.

Subsidiary Guarantees. Subject (a) The Company shall promptly cause each Additional Subsidiary Guarantor to execute and deliver a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders. (b) The Company may, from time to time at its discretion and upon written notice from the Company to the holders of Notes, cause any of its Subsidiaries which are not otherwise Subsidiary Guarantors pursuant to Section 13019.8(a) to enter into a Subsidiary Guarantee substantially in the form of Exhibit 9.8 hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of incorporation of the relevant Subsidiary, each including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary) or otherwise in form and substance reasonably satisfactory to the Required Holders (an “Optional Subsidiary Guarantee”). A Subsidiary that enters into an Optional Subsidiary Guarantee shall be referred to as an “Optional Subsidiary Guarantor”. (c) The delivery of a Subsidiary Guarantee by any Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered shall be accompanied by the Trusteefollowing: (i) an Officer’s Certificate from such Subsidiary Guarantor confirming that (A) the representations and warranties of such Subsidiary Guarantor contained in such Subsidiary Guarantee are true and correct in all material respects, and (B) the due and punctual payment guarantee provided under the Subsidiary Guarantee would not cause any borrowing, guaranteeing or similar limit binding on the Subsidiary Guarantor to be exceeded; (ii) copies of the principal articles of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase association or otherwise, in accordance with the terms certificate or articles of such Security and of this Indentureincorporation, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such paymentother constitutive documents, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase resolutions of the principal amount board of directors (and, where applicable, the shareholders) of such SecuritySubsidiary Guarantor authorizing its execution and delivery of such Subsidiary Guarantee and the transactions contemplated thereby, and specimen signatures of authorized officers of such Subsidiary Guarantor (in each case, certified as correct and complete copies by the secretary or increase an assistant secretary (or an equivalent officer) of such Subsidiary Guarantor); and (iii) a legal opinion, reasonably satisfactory in form, scope and substance to the interest rate thereonRequired Holders, or alter of independent legal counsel to the Stated Maturity effect that, subject to customary qualifications and assumptions, (1) such Subsidiary Guarantor is duly and validly organized and existing under the laws of its jurisdiction of organization and (if applicable in such jurisdiction) is in good standing, (2) such Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary Guarantor, and (3) such Subsidiary Guarantee is enforceable in accordance with its terms. An original executed counterpart of each such Subsidiary Guarantee shall be delivered to each holder of Notes promptly after the execution thereof. Each . (d) In the event that an Additional Subsidiary Guarantor at any time ceases to guarantee the obligations of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or other Group members under any Principal Credit Facility and is no longer a borrower or other Person or obligor under any collateralPrincipal Credit Facility, filing of claims with a court in the event of insolvency or bankruptcy Company may upon written notice to the holders of the CompanyNotes referring to this Section 9.8(d), any right which notices shall be accompanied by an Officer’s Certificate certifying as to require a proceeding first against the Companymatters set forth in clauses (i) and (ii) below, protest or notice with respect to such Security or terminate the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect issued by such Additional Subsidiary Guarantor with effect from the date of such Security except by complete performance notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.6 following the obligations contained in such Security and in termination of such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid (ii) no payment by such Subsidiary Guarantor on account is due under such Subsidiary Guarantor’s Subsidiary Guarantee. (e) The Company may further, from time to time at its sole discretion and upon written notice to the holders of the Notes referring to this Section 9.8(e), which shall be accompanied by an Officer’s Certificate certifying as to the matters set forth in sub-paragraphs (i) and (ii) below, terminate an Optional Subsidiary Guarantee issued by an Optional Subsidiary Guarantor with effect from the date of such Security pursuant to notice so long as (i) no Default or Event of Default shall have occurred and then be continuing or shall result therefrom (including, without limitation, an Event of Default arising from a breach of Section 10.6 following the provisions termination of its such Optional Subsidiary Guarantee or this Indenture; provided, however, that Guarantee) and (ii) no payment by such Optional Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, is due under such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Optional Subsidiary Guarantor that makes or is required to make any payment in respect of its Guarantor’s Optional Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. (a) Subject to Section 1301this ‎Article 13, each of the Subsidiary Guarantor Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of (and premiumincluding the Fundamental Change Repurchase Price or the Redemption Price, if anyapplicable), premium and interest on, the Notes, and the payment and, if applicable, delivery of any consideration due upon conversion of the Notes, shall be promptly paid and, if applicable, delivered in full when due under this Indenture and the Notes, whether at maturity, by acceleration, upon repurchase, upon redemption, upon conversion or otherwise, and interest on the overdue principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) and interest on the Notes, if any, if lawful, and all other payment and, if applicable, delivery obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid and, if applicable, delivered in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or, if applicable, delivery or renewal of any Notes or any of such Security when and as the other obligations, that same shall become be promptly paid and, if applicable, delivered in full when due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase upon conversion or otherwise. Failing payment or, and as if such payment were made by the Company. Each applicable, delivery when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors hereby shall be jointly and severally obligated to pay and, if applicable, deliver the same immediately. Each Subsidiary Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantees shall not be convertible and shall automatically terminate with respect to a given Note when such Note is converted. (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be absolute, are unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided. Subject to ‎Section 6.06, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such each Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid or, if applicable, delivered by either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee. , to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Subsidiary 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 subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any obligations guaranteed hereby until payment and, if applicable, delivery in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Securities obligations guaranteed hereby may be accelerated as provided in ‎Article 6 for the purposes of a seriesthis Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed hereby, and (2) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in ‎Article 6, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any of the Holders. Each non-paying or, if applicable, non-delivering Subsidiary Guarantor shall be subrogated to all so long as the exercise of such right does not impair the rights of the Holders of under the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor (a) Each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Securities or the Obligations of the Company hereunder or thereunder, that: (i) the principal of (of, premium and premiuminterest and Additional Interest, if any) and interest , on such Security the Securities shall be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase repurchase or otherwise, and interest on the overdue principal of and interest and Additional Interest, if any, on the Securities, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase repurchase or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby shall be jointly and severally agrees obligated to pay the same immediately. (b) The Guarantors hereby agree that its obligations their Obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in the Securities and this Indenture. (c) If any Holder of Securities or the Trustee is required by any court or otherwise to return to the Company or Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee. , to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Subsidiary 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 subrogation in relation to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation Obligations guaranteed hereby until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect full of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.Obligations

Subsidiary Guarantees. Subject to Section 1301, each (a) Each Subsidiary Guarantor hereby, hereby jointly and severally, fully severally irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns (i) the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure obligations of the Company punctually under this Indenture (including obligations to make any such paymentthe Trustee) and the Notes, each whether for payment of principal of, or interest on in respect of the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally further agrees that its obligations hereunder shall the Guaranteed Obligations may be absoluteextended or renewed, unconditional, irrespective of, and shall be unaffected by, the validity, regularity in whole or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from each such Subsidiary Guarantor, increase the principal amount and that each such Subsidiary Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. any Guaranteed Obligation. (b) Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentmentpresentation to, demand for payment, any requirement that of payment from and protest to the Trustee or Company of any of the Holders protect, secure, perfect Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or insure the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any security interest in Holder or other lien on the Trustee to assert any property subject thereto claim or exhaust demand or to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Notes or any collateralother agreement or otherwise, filing (ii) any extension or renewal of claims with a court any thereof, (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, (iv) 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 event ownership of insolvency or bankruptcy such Subsidiary Guarantor. (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require a proceeding first against the Company, protest or notice with respect to such Security that any resort be had by any Holder or the indebtedness evidenced thereby Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Section 8.1(b), 10.2 and all demands whatsoever10.6, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will 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 respect of such Security except by complete the performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in such Security and in such any manner or to any extent vary the risk of any Subsidiary Guarantee. Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. (f) Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescindedrescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company 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 Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. (h) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be reinstated accelerated as provided in Article 6 for the purposes of any Subsidiary (i) Each Subsidiary Guarantor also agrees to pay any and deemed reduced only all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.1. (j) Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such amount paid further instruments and not so rescinded, reduced, restored do such further acts as may be reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject The Borrower may (but is not required to), at any time upon three Business Days’ notice to Section 1301the Administrative Agent, cause any of its Subsidiaries organized under the laws of the United States of America, any State thereof or the District of Columbia and not owned, directly or indirectly, by any CFC or Domestic Foreign Holding Company in its chain of ownership to become a Subsidiary Guarantor, in each case, by such Subsidiary executing and delivering to the Administrative Agent the Subsidiary Guarantee (or a supplement thereto in the form specified therein), together with such customary legal opinions (which may be opinions of in-house counsel), corporate documents, secretary’s certificates, good standing certificates and evidence of authority as the Administrative Agent may reasonably request. So long as no Default has occurred and is continuing (or would result from such release), (a) if all of the Equity Interests of a Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered that are owned by the TrusteeBorrower or any Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement and as a result of such disposition such Person is no longer a Subsidiary or (b) in the event that, immediately after giving effect to the release of any Subsidiary Guarantor’s Subsidiary Guarantee, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then, in each case, promptly following the Borrower’s request, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same Administrative Agent shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms execute a release of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each from its Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorGuarantee; provided, however, that, notwithstanding however that clause (b) of this Section 9.09 shall not authorize the foregoing, no such release, amendment, waiver or indulgence shall, without the consent release of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against if at the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities time of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or requested release it is required to make any payment in respect of its be a Subsidiary Guarantee Guarantor pursuant to Section 5.10(a). A request by the Borrower for a release pursuant to this Section shall be entitled accompanied by a certificate of a Responsible Officer of the Borrower certifying that the conditions to seek contribution from release set forth in this Section have been satisfied. Any execution and delivery of any such release by the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor Administrative Agent shall be entitled to enforce without recourse or receive any payments arising out of, or based upon, such right of contribution until warranty by the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedAdministrative Agent.

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if anya) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to If the Company or any other guarantor of its Restricted Subsidiaries acquires or creates a Wholly Owned Restricted Subsidiary (or redesignates an Unrestricted Subsidiary as a Restricted Subsidiary and such Restricted Subsidiary is a Wholly Owned Restricted Subsidiary) and such Wholly Owned Restricted Subsidiary shall at any time have total assets with a book value in excess of $5.0 million, then such Wholly Owned Restricted Subsidiary (unless such Subsidiary is a Securitization Subsidiary or is Navios Acquisition Finance or any consent other Subsidiary that at such time is a co-issuer of the Notes) must become a Guarantor and shall, within 45 Business Days of the date on which it was so acquired, created or redesignated or so capitalized: (1) execute and deliver to departure from the Trustee a supplemental indenture substantially in the form of Exhibit D, pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee all of the Co-Issuers’ obligations under the Notes and this Indenture on the terms set forth in this Indenture and, if such Wholly Owned Restricted Subsidiary owns a Vessel required to become a Mortgaged Vessel, execute one or more Ship Mortgages and the other Security Documents in favor of the Collateral Trustee pursuant to which each such Vessel shall become a Mortgaged Vessel for all purposes under this Indenture in each case as provided for under Section 11.09; and (2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture and Security Documents, if any, have been duly authorized, executed and delivered by such Wholly Owned Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Wholly Owned Restricted Subsidiary, subject to customary exceptions. Thereafter, such Wholly Owned Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) The Note Guarantee of a Guarantor shall automatically and unconditionally (without any requirement further action on the part of any Person) be released: (1) in connection with any sale or other guarantee disposition of all or any substantially all of the Securities assets of that Guarantor (including by way of merger, consolidation or amalgamation) to a Person that is not (either before or after giving effect to such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against transaction) the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.13 or Section 4.14; (2) in connection with any right sale or other disposition of a majority of the Capital Stock of that Guarantor to require a proceeding first against Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, protest if (x) such Guarantor would no longer constitute a “Subsidiary “ under this Indenture and (y) the sale or notice other disposition does not violate Section 4.13; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with respect to such Security Section 4.18; (4) upon liquidation or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect dissolution of such Security except by complete performance Guarantor; (5) in the case of a Guarantor that is not a Wholly-Owned Restricted Subsidiary that has voluntarily issued a Guarantee of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary Guarantor agrees that ifNotes, 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay upon notice to the Trustee for by the account Company of the Holders, upon demand therefor, designation of such Guarantor as non-Guarantor Restricted Subsidiary if (x) the amount that Company would otherwise have been due and payable had such rights and remedies been be permitted to be exercised by make an Investment in such Restricted Subsidiary at the Trustee or any time of such release equal to the Fair Market Value of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights Investment of the Holders Company and its other Restricted Subsidiaries in such Guarantor as either a Permitted Investment or pursuant to Section 4.11 and (y) all transactions entered into by such Restricted Subsidiary while a Guarantor would be permitted under this Indenture at the time its Guarantee is released; and (6) upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; providedNotes as provided below under Section 8.01, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (Section 8.03 and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedSection 8.04.

Subsidiary Guarantees. Subject to Section 1301If the Company conveys, each Subsidiary Guarantor hereby, jointly transfers or leases its properties and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and assets substantially as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwisean entirety, in accordance with the terms one transaction or a series of such Security and of this Indenturerelated transactions, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity one or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy more Wholly Owned Subsidiaries of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against then the Company in respect of any amounts paid by shall (a) cause such Wholly Owned Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstatedWholly Owned Subsidiaries, as the case may be, if at any time payment to execute and performance of deliver to the Securities of Trustee a seriessupplemental indenture, iswhich supplemental indenture shall be in form and substance reasonably satisfactory to the Trustee, pursuant to applicable law, rescinded which such Wholly Owned Subsidiary or reduced in amount, or must otherwise be restored or returned by any Holder Wholly Owned Subsidiaries shall unconditionally guarantee all of the Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such Company's payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, obligations under this Indenture and the Securities shallon the terms set forth in such supplemental indenture, and which guarantee shall provide that (i) if one or more of such Wholly Owned Subsidiaries, in one transaction or a series of related transactions, thereafter conveys, transfers or leases properties and assets which, if owned by the Company, would constitute all or substantially all of the properties and assets of the Company and its Subsidiaries (determined on a consolidated basis), such conveyance, transfer or lease shall be deemed to be a conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety for purposes of Section 801, (ii) such guarantee shall be released and discharged in full if and when all of the issued and outstanding shares of Voting Stock of the Wholly Owned Subsidiary are sold, directly or indirectly, by the Company or another Wholly Owned Subsidiary of the Company to any Person (other than the Company or another Wholly Owned Subsidiary of the Company) and (iii) such guarantee shall be subordinate to any guarantee granted by such subsidiary guarantor in respect to Senior Indebtedness of the Company or indebtedness of such Wholly Owned Subsidiary which is of the type contemplated by the definition of Senior Indebtedness, (b) deliver to the fullest extent permitted Trustee an Opinion of Counsel reasonably satisfactory to the Trustee that such supplemental indenture has been duly executed and delivered by laweach subsidiary guarantor, be reinstated and deemed reduced only by (c) comply, and cause such amount paid and not so rescindedWholly Owned Subsidiary to comply, reduced, restored or returned.with any applicable securities laws. ARTICLE NINE

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor Each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees guarantees, to each Holder Noteholder, irrespective of a Security authenticated the validity and delivered by the Trusteeenforceability of this Agreement, the due and punctual payment Notes or the obligations of the principal Company hereunder or thereunder, and each Junior Creditor agrees that: (a) all Obligations shall be promptly paid in full or performed when due, all in accordance with the terms thereof; and (b) in case of (and premiumany extension of time of payment or renewal of any obligation, if any) and interest on such Security when and as that the same shall become be promptly paid in full or performed when due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, in accordance with the terms of such Security and extension or renewal. Failing payment when due of this Indentureany amount so guaranteed or any performance so guaranteed for whatever reason, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to Guarantors shall be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees obligated to pay the same immediately. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, Agreement the absence of any action to enforce the same, any waiver or consent by any Noteholder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Agreement. If any Noteholder is required by any court or otherwise to return to the Company or Guarantors, or any Custodian, trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid to such Security and in such Noteholder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect subrogation in relation to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company Noteholders in respect of any amounts paid by such Subsidiary obligations guaranteed hereby until indefeasible payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; providedone hand, howeverand the Noteholders, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out ofon the other hand, or based upon, such right of subrogation until (a) the principal of (and premium, if any) and interest on all Securities Maturity of the relevant series issued hereunder shall have been paid obligations guaranteed hereby may be accelerated as provided in full. Each Section 11 for the purposes of this Subsidiary Guarantor that makes Guarantee, notwithstanding any stay, injunction or is required to make any payment other prohibition preventing such acceleration in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to obligations guaranteed hereby and (b) in the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive event of any payments arising out of, or based upondeclaration of acceleration of such obligations as provided n Section 11, such right of contribution until obligations (whether or not due and payable) shall forthwith become due and payable by the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.Guarantors for

Subsidiary Guarantees. Subject to Section 1301, each Subsidiary Guarantor herebyEach Guarantor, jointly and severally, fully and shall unconditionally guarantees guarantee to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) premium and interest on such Security the Notes shall be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of and interest on premium and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby shall be jointly and severally agrees obligated to pay the same immediately. The Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company or Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid by either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 subrogation in relation to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company Notes in respect of any amounts paid by such Subsidiary Guarantor on account obligations guaranteed hereby until payment in full of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in fullobligations guaranteed hereby. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstatedfurther agrees that, as between the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, whether as a “voidable preferenceGuarantors,” “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 Securities 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.

Subsidiary Guarantees. Subject to Section 1301the release ---------------------- provisions of this Indenture, each Subsidiary Guarantor hereby, hereby jointly and severally, fully severally irrevocably and unconditionally guarantees guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated and delivered by to the Trustee, Trustee and its successors and assigns (a) the due full and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payabledue, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase by redemption or otherwise, in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure obligations of the Company punctually under this Indenture (including obligations to make any such paymentthe Trustee) and the Securities, each whether for payment of principal of, interest on or liquidated damages in respect of, the Securities and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations") by executing a Subsidiary Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally further agrees that its obligations hereunder shall the Guaranteed Obligations may be absoluteextended or renewed, unconditional, irrespective of, and shall be unaffected by, the validity, regularity in whole or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shallin part, without the consent of notice or further assent from each such Subsidiary Guarantor, increase the principal amount and that each such Subsidiary Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereofany Guaranteed Obligation. Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentmentpresentation to, demand for paymentof, any requirement that payment from and protest to the Trustee or Company of any of the Holders protect, secure, perfect Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or insure the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any security interest in Holder or other lien on the Trustee to assert any property subject thereto claim or exhaust demand or to enforce any right or take any action remedy against the Company or any other Person under this Indenture, the Securities or any collateralother agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, filing waiver, amendment or modification of claims with a court any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the event ownership of insolvency or bankruptcy such Subsidiary Guarantor, except as provided in Section 11.02(b). Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor's obligations would be less than the full amount claimed. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company's or such Subsidiary Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require a proceeding first against that any resort be had by any Holder or the CompanyTrustee to any security held for payment of the Guaranteed Obligations. The Subsidiary Guarantee of each Subsidiary Guarantor is, protest or notice with respect to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the relevant Subsidiary Guarantor and is made subject to such Security provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or the indebtedness evidenced thereby and all demands whatsoevertermination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and covenants that this shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantee will 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, wilful or otherwise, in respect of such Security except by complete the performance of the obligations contained obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in such Security and in such any manner or to any extent vary the risk of any Subsidiary GuaranteeGuarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 part of the Company’s assets, and shall, to the fullest extent permitted by law, Guaranteed Obligations (except as otherwise provided in Section 8.01(b)). Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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, of principal of or interest on any Guaranteed Obligation is rescindedrescinded 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 Subsidiary Guarantor by virtue hereof, reducedupon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, restored whether at maturity, by acceleration, by redemption or returnedotherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Securities shallTrustee, forthwith pay, or cause to be paid, in cash, to the fullest Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent permitted not prohibited by law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. 01. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored reasonably necessary or returnedproper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantees. Subject If (a) Parent or any of its Wholly-Owned Domestic Restricted Subsidiaries shall acquire or create another Wholly-Owned Domestic Restricted Subsidiary after the Closing Date, other than any Insurance Subsidiary, or (b) any Restricted Subsidiary of Parent Guarantees any Indebtedness of Parent or any other Restricted Subsidiary of Parent, then, in either case, Parent shall cause such Restricted Subsidiary to Section 1301, each Subsidiary become a Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of and: (i) execute a Security authenticated and delivered by the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwiseJoinder Agreement, in accordance with the terms of this Agreement, pursuant to which such Security Restricted Subsidiary shall unconditionally Guarantee under Article VI, on a senior secured basis, all of the Borrowers’ Loan Obligations on the terms set forth in this Agreement; (ii) execute and of this Indenture, and each Subsidiary Guarantor similarly guarantees deliver to the Trustee the payment of all amounts owing Collateral Agent such amendments or supplements to the Trustee Collateral Agreements necessary in accordance with the terms of this Indenture. In case of the failure of the Company punctually order to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted grant to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; providedCollateral Agent, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Subsidiary Guarantee. Each Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 the Lenders, a perfected second priority security interest in the Equity Interests of such Restricted Subsidiary, subject to Permitted Liens, which are owned by a Borrower or should a receiver or trustee Guarantor and are required to be appointed pledged pursuant to the Collateral Agreements; (iii) take such actions as are necessary to grant to the Collateral Agent for all or any part the benefit of the Company’s Lenders a perfected second priority security interest in the assets, and shallother than Excluded Property (as defined in the Security Agreement), of such Restricted Subsidiary, subject to Permitted Liens, to the fullest extent permitted required by lawthe Loan Documents, continue including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements or by law or as may be reasonably requested by the Collateral Agent; (iv) take such further action and execute and deliver such other documents specified in the Loan Documents or otherwise reasonably requested by the Administrative Agent or Collateral Agent to give effect to the foregoing; and (v) deliver to the Administrative Agent an opinion of counsel and Officer’s Certificate that such Joinder Agreement (and the related Loan Documents) and any other documents required to be effective or be reinstateddelivered have been duly authorized, as the case may be, if at any time payment executed and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only delivered by such amount paid Restricted Subsidiary and not so rescindedconstitutes a legal, reducedvalid, restored binding and enforceable obligation of such Restricted Subsidiary and regarding the perfection of such Liens in the Collateral of such Restricted Subsidiary as provided for in this Agreement or returnedthe Collateral Agreements.

Subsidiary Guarantees. Subject to Section 1301, each Each Subsidiary Guarantor herebyGuarantor, jointly and severally, fully and shall unconditionally guarantees guarantee to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) premium and interest on such Security the Notes shall be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of and interest on premium and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby shall be jointly and severally agrees obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants that this Subsidiary Guarantee will shall not be discharged (other than in respect accordance with Article Four or Section 1404 of such Security the Indenture) except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or Subsidiary Guarantors, any amount paid by either to the Trustee or such Security Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. In order to provide for just and equitable contribution among the Subsidiary Guarantors, in the event any payment or distribution is made by any Subsidiary Guarantor (a "Funding Subsidiary Guarantor") under its Subsidiary Guarantee, such Funding Subsidiary Guarantor shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor (including the Funding Subsidiary Guarantor) for all payments, damages and expenses incurred by the Funding Subsidiary Guarantor in discharging the Company's obligations with respect to the Notes or any other Subsidiary Guarantor's obligations with respect to any Subsidiary Guarantee. Each Subsidiary 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 it will not be entitled to accelerate the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right of subrogation or remedy with respect contribution in relation to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company Notes in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation obligations guaranteed hereby until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect full of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedamounts guaranteed under this Section 1401.

Subsidiary Guarantees. (a) Subject to Section 1301the provisions of this Article X, each Subsidiary Guarantor herebyGuarantor, jointly and severally, fully hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated Securities and delivered by to the Trustee, Trustee for itself and on behalf of the Holders (i) the due and punctual payment of the principal of (and of, premium, if any) , and interest in full on such each Security when and as the same shall become due and payable, payable whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on the overdue principal of, premium, if any, and interest in full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Subsidiary Guarantors to the Holders or the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of such Security the Securities and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such paymentprincipal or interest payment or the failure of the Company or any other Subsidiary Guarantor to perform any such other Obligation, each Subsidiary Guarantor hereby, jointly and severally, hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or Maturity, by acceleration, call for redemption, offer to purchase declaration of acceleration or otherwise, and as if such payment were made by the CompanyCompany and to perform any such other Obligation of the Company immediately. Each Subsidiary Guarantor hereby further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Subsidiary Guarantees. The Subsidiary Guarantees under this Article X are guarantees of payment and not of collection. (b) Each of the Subsidiary Guarantors hereby jointly Company and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyCompany or any other Subsidiary Guarantor, any right to require a proceeding first against the CompanyCompany or any other Subsidiary Guarantor, protest or notice with respect to such Security the Securities or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this these Subsidiary Guarantee Guarantees will not be discharged in respect of such Security except by complete performance of the obligations Obligations contained in such Security the Securities and in such Subsidiary Guarantee. this Indenture, or as otherwise specifically provided therein and herein. (c) Each Subsidiary Guarantor agrees that if, after hereby waives and relinquishes: (i) any right to require the occurrence and during the continuance of an Event of DefaultTrustee, the Trustee Holders or the Company (each, a “Benefited Party”) to proceed against the Company, the Subsidiaries of the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Subsidiary Guarantors; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantors, the Company, the Subsidiaries of the Company, any Benefited Party, any creditor of the Subsidiary Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Subsidiary Guarantors for reimbursement; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (vi) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (d) Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and Holders are prevented by applicable law from exercising their respective rights to accelerate and the Trustee, on the other hand, (i) for purposes of the relevant Subsidiary Guarantee, the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, Obligations guaranteed by such Subsidiary Guarantor agrees to pay to the Trustee for the account Guarantee may be accelerated as provided in Article VI herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the HoldersObligations guaranteed thereby, upon demand therefor, and (ii) in the amount that would otherwise have been event of any acceleration of such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account for purposes of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantee.

Subsidiary Guarantees. Subject to Section 1301the limitations set forth in the Indenture, the initial Subsidiary Guarantors and, if any, all additional Subsidiary Guarantors (as defined in the Indenture referred to in the Note upon which this notation is endorsed and each being hereinafter referred to as a "SUBSIDIARY GUARANTOR," which term includes any additional or successor Subsidiary Guarantor herebyunder the Indenture) have, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, guaranteed (a) the due and punctual payment of the principal of (and premium, if any) and interest interest, and Liquidated Damages, if any, on such Security when and as the same shall become due and payableNotes, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest, and Liquidated Damages on the Notes, if any, to the extent lawful, (c) the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in the Indenture, and (d) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The obligations of this Indenture, and each Subsidiary Guarantor similarly guarantees are limited to the Trustee the payment maximum amount as will, after giving effect to all other contingent and fixed liabilities of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees after giving effect to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity any collections from or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were payments made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement on behalf of any other guarantee of all or any of the Securities of such series or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged Guarantor in respect of such Security except by complete performance of the obligations contained in of such Security and in such Subsidiary Guarantee. Each other Subsidiary 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 Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of under its Subsidiary Guarantee or this pursuant to its contribution obligations under the Indenture; provided, however, that no result in the obligations of such Subsidiary Guarantor shall be entitled to enforce under the Subsidiary Guarantee not constituting a fraudulent conveyance or to receive any payments arising out of, fraudulent transfer under federal or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in fullstate law. Each Subsidiary Guarantor that makes a payment or is required distribution under a Subsidiary Guarantee will be entitled to make a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor. No member, partner, stockholder, officer, director, manager, employee, incorporator or Affiliate as such, past, present or future, of any payment in respect of Subsidiary Guarantor will have any personal liability under its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; providedreason of his, howeverher or its status as such member, that no partner, stockholder, officer, director, manager, employee, incorporator or Affiliate, or any liability for any obligations of any Subsidiary Guarantor shall be entitled to enforce under the Notes or receive the Indenture or for any payments arising out claim based on, in respect of, or based upon, by reason of such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in fullobligations or their creation. Each Any Subsidiary Guarantor may be released from its Subsidiary Guarantee shall remain upon the terms and subject to the conditions provided in full force the Indenture. All terms used in this notation of Subsidiary Guarantee which are defined in the Indenture referred to in this Note upon which this notation of Subsidiary Guarantees is endorsed will have the meanings assigned to them in such Indenture. The Subsidiary Guarantees will be binding upon the Subsidiary Guarantors and effect and continue will inure 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 the Trustee and the Holders and, in the event of any transfer or should a receiver assignment of rights by any Holder or trustee the Trustee respecting the Note upon which the foregoing Subsidiary Guarantees are noted, the rights and privileges herein conferred upon that party will automatically extend to and be appointed vested in such transferee or assignee, all subject to the terms and conditions hereof and in the Indenture. The Subsidiary Guarantees will not be valid obligations for all any purpose until the certificate of authentication on the Note upon which the foregoing Subsidiary Guarantees are noted will have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. BLACK HAWK OIL COMPANY By: -------------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer MISSION HOLDINGS LLC By: -------------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: Manager MISSION E&P LIMITED PARTNERSHIP By: Black Hawk Oil Company General Partner By: -------------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within mentioned Indenture. Dated:____________ THE BANK OF NEW YORK as Trustee By: ------------------------------------ Authorized Signatory 9 ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or any part (we) assign and transfer this Note to -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint __________ to transfer this Note on the books of the Company’s assets. The agent may substitute another to act for him. -------------------------------------------------------------------------------- Date: ----------------------- Your signature: ------------------------ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: ---------------- SIGNATURE GUARANTEE: ------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, and shallwhich requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, to or in substitution for, STAMP, all in accordance with the fullest extent permitted by law, continue to be effective or be reinstatedSecurities Exchange Act of 1934, as the case may be, if at any time payment and performance of the Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedamended.

Subsidiary Guarantees. Subject to Section 1301this Article XI, each of the Subsidiary Guarantor Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security Note authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the due and punctual payment Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) and interest on such Security the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and each Subsidiary Guarantor similarly guarantees to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableextension or renewal, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that its this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity or enforceability of such Security the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors Guarantor hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, 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, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants covenant that this Subsidiary Guarantee will shall not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Security and in such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 subrogation in relation to the Holders are prevented by applicable law from exercising their respective rights to accelerate in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities of a series, to collect interest on the Securities of a series, or to enforce or exercise any other right or remedy with respect to the Securities of a series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to obligations guaranteed hereby may be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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.accelerated as

Subsidiary Guarantees. The Issuer may designate any Restricted Subsidiary to be a Subsidiary Guarantor. Any such designation shall be evidenced by a certified resolution of the Board of Directors delivered to the Trustee. Subject to Section 130114.5 hereof, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the TrusteeTrustee and to the Trustee and its successors and assigns, the due Securities and punctual payment the obligations of the Issuer hereunder and thereunder, that: (a) the principal of (and of, premium, if any) , and interest on such Security the Securities will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at the Stated Maturitymaturity, by acceleration, call for redemption, offer to purchase redemption or otherwise, and interest on the overdue principal, premium, if any (to the extent permitted by law), and interest on any interest, if any, on the Securities, and all other payment obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, and each Subsidiary Guarantor similarly guarantees subject to the Trustee the payment of all amounts owing to the Trustee in accordance with the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payableapplicable grace period, whether at the Stated Maturity or stated maturity, by acceleration, call for redemption, offer to purchase redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Subsidiary Guarantees, and as if such payment were made by shall entitle the Company. Each Holders to accelerate the obligations of the Subsidiary Guarantors hereby jointly hereunder in the same manner and severally agrees to the same extent as the obligations of the Issuer. The Subsidiary Guarantors agree that its their obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, of the validity, regularity validity or enforceability of such Security the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Securities of such series or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby Guarantor waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any notice of the Holders protectacceleration, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateralnotice of intent to accelerate, 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 CompanyIssuer, protest or protest, notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, and covenants that this the Subsidiary Guarantee will not be discharged Guarantors, or any liquidator or other similar official acting in respect of relation to either the Issuer or the Subsidiary Guarantors, any amount paid by the Issuer or any Subsidiary Guarantor to the Trustee or such Security except by complete performance of Holder, the obligations contained in such Security and in such Subsidiary Guarantee, to the extent theretofore discharged by such payment, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that ifit shall not be entitled to, after the occurrence and during the continuance waives, any right to exercise any right of an Event of Default, the Trustee or any of subrogation in relation to the Holders are prevented in respect of any obligations guaranteed by applicable law from exercising their respective rights to accelerate the Subsidiary Guarantee, except as provided under Section 14.5 hereof. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Securities obligations guaranteed by the Subsidiary Guarantee may be accelerated as provided in Article 5 hereof for the purposes of a seriesits Subsidiary Guarantee, to collect interest on notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Securities obligations guaranteed thereby, and (y) in the event of a series, or to enforce or exercise any other right or remedy with respect to the Securities declaration of a seriesacceleration of such obligations as provided in Article 5 hereof, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been obligations (whether or not due and payable) shall forthwith become due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each each Subsidiary Guarantor shall be subrogated to all rights of for the Holders of the Securities upon which its Subsidiary Guarantee is endorsed against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Security pursuant to the provisions purpose of its Subsidiary Guarantee or this Indenture; provided, however, that no Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor shall be entitled pursuant to enforce or to receive any payments arising out of, or based upon, such right of subrogation until Section 14.5 after the principal of (Securities and premium, if any) and interest on all Securities of the relevant series issued obligations hereunder shall have been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors full to the extent permitted by applicable law; provided, however, that no Holders under the Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities of the relevant series issued hereunder shall have been paid in full. Each Subsidiary 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 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 Securities of a series, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities, 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 Securities 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 returnedGuarantees.