Common use of The Guarantee Clause in Contracts

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness The Guarantors hereby jointly and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Groupseverally guarantee, of which the Company as a primary obligor and the Member Guarantors are not as a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, surety to each holder of a Note (eachSecured Party and their respective successors and permitted assigns, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by accelerationrequired prepayment, declaration, demand, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount interest (including any interest, fees, costs or Modified Make-Whole Amountcharges accruing after the commencement of an Insolvency Proceeding, if anywhether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and interest on the Notes (includingheld by each Lender of, without limitationeach Borrower, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts Secured Obligations from time to time owing to the Secured Parties by the Company any Loan Party under the Note and Guarantee any Loan Document or Bank Product Agreement and under the Notes (including, without limitation, costs, expenses and taxes)entered into with a counterparty that is a Secured Party, and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed obligations under any of the Note and Guarantee Agreementforegoing, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby further agrees jointly and severally agree that if the Company Borrower(s) or other Guarantor(s) shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Guarantors will (x) promptly pay or perform the samesame in cash, without any demand or notice whatsoeverwhatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal renewal. Without prejudice to the generality of Section 7.01 and (y) pay Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any Holder such amounts(however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights the Loan Documents and/or any facility or amount made available under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations any of the Member Guarantors under this Section 2.01 shall survive Loan Documents for the transfer purposes of or in connection with any of the following: acquisitions of any Note, nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any obligations fees, costs and/or expenses associated with any of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noteforegoing.

The Guarantee. It is acknowledged that The Parent hereby guarantees to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Administrative Agent and the Member Guarantors are a part. For such valuable consideration, the receipt Canadian Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes Loans (includingincluding the C$ Loans) made by the Lenders to, without limitationand the Note(s) and the C$ Note(s) held by each Lender of, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by the Company any Group Member under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Group Member to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes)of the Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementCash Management Obligations, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of the Parent). Each Member Guarantor The Parent hereby further agrees that if the Company any Group Member shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Parent will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. As used in this Guaranty, the term “Lender” includes, where appropriate, each affiliate of a Lender to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection whom Hedging Obligations or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteCash Management Obligations are owed.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company each Lender and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (includingLoans made by the Lenders to, without limitationand the Note(s) held by each Lender of, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) each Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company any Group Member under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Group Member to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes), of the Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementCash Management Obligations, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligation of such Subsidiary Guarantor). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company any Group Member shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. As used in this Guaranty, the term “Lender” includes, where appropriate, each affiliate of a Lender to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection whom Hedging Obligations or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteCash Management Obligations are owed.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale Each of the Notes to repay existing Indebtedness Subsidiary Guarantors and for any other general corporate purposes Person that becomes a Subsidiary Guarantor after the Closing Date hereby guarantees to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Agent and the Member Guarantors are a part. For such valuable considerationLenders, and their respective successors, endorsees, transferees and assigns, the receipt full and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by required prepayment, declaration, acceleration, by optional prepayment demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Agent and the Lenders under or in connection with this Agreement, the Notes and the other Loan Documents, including all unpaid principal of and Make-Whole Amount or Modified Make-Whole Amountthe Loans, if anyall interest accrued thereon, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) all fees due under this Agreement and all other amounts from time to time owing payable by the Company under Borrower to the Note Agent and Guarantee Agreement the Lenders hereunder or in connection herewith. The terms “indebtedness,” “liabilities” and under the Notes (including“obligations” are used herein in their most comprehensive sense and include any and all advances, without limitationdebts, costsobligations and liabilities, expenses now existing or hereafter arising, whether voluntary or involuntary and taxes)whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and (b) whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any insolvency proceeding and including interest that accrues after the prompt performance and observance commencement by or against any Credit Party or any of its Subsidiaries of any insolvency proceeding naming such Credit Party or such Subsidiary as the Company of all covenantsdebtor in such insolvency proceeding. The foregoing indebtedness, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments liabilities and other obligations being herein of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Subsidiary Guarantors in connection with this Section 12.1 shall hereinafter be collectively called referred to as the “Guaranteed Obligations.”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It The Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a Series to the extent such Guarantee is acknowledged that made applicable to such Series in accordance with Section 3.01. The Guarantor hereby unconditionally guarantees to each Holder of a Guaranteed Security authenticated and delivered by the Company shall use Trustee the proceeds from the sale due and punctual payment of the Notes to repay existing Indebtedness principal of, any premium and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Groupinterest on, of which the Company and the Member Guarantors are a part. For such valuable considerationGuaranteed Security, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturityStated Maturity, by acceleration, by optional prepayment redemption, repayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension Guaranteed Security and this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest or renewal any additional amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and (y) pay as the same shall become due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security or this Indenture, any failure to enforce the provisions of any Guaranteed Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Guaranteed Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Holder such amountsGuaranteed Security or the Indebtedness evidenced thereby and all demands whatsoever, to the extent lawful, as shall and covenants that this Guarantee will not be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations discharged except by payment in full of the Member Guarantors under this Section 2.01 shall survive the transfer of principal of, any Notepremium and interest on, and any additional amounts required with respect to, the Guaranteed Securities and the complete performance of all other payment obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be repaid to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Member Guarantors under Company, the Guarantor or otherwise. The Guarantor shall be subrogated to all rights of the Holder of any Guaranteed Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Section 2.01 Guarantee; provided, however, that the 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, any premium and interest on, and any additional amounts required with respect to to, all Guaranteed Securities shall have been paid in full. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Notesame instrument.

The Guarantee. It is acknowledged that (a) Subject to this Section 212, the Company shall use Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the proceeds from Notes and the sale obligations of the Notes to repay existing Indebtedness and for other general corporate purposes to Issuer under the benefit of Indenture, the FOXTELNXEA Consolidated Group, of which the Company Supplemental Indenture and the Member Guarantors are a part. For such valuable considerationNotes, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, guarantees to each holder Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (each, a “Holder”) (a1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in fullfull when due, in U.S. Dollarswhether at Stated Maturity, in by acceleration or otherwise (including the case of U.S. Dollar Notes, or Australian Dollars, in amount that would become due but for the case operation of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwiseautomatic stay under Section 362(a) of the principal of and Make-Whole Amount or Modified Make-Whole AmountBankruptcy Law), together with interest on the overdue principal, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, andinterest, to the extent permitted by applicable lawlawful, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time obligations of the Issuer to time owing by the Company under Holders or the Note and Guarantee Agreement and under the Notes (includingTrustee hereunder or thereunder will be paid in full or performed, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof hereof and thereof; and (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default 2) in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) performed in accordance with the terms of such the extension or renewal renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture 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, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (yor premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such amountsGuarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent lawfultheretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as shall between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be sufficient to pay accelerated as provided in the reasonable costs and expenses Indenture for the purposes of collection or of otherwise enforcing any the Guarantee of such Holder’s rights under the Note and Guarantee AgreementGuarantor notwithstanding any stay, including, without limitation, reasonable counsel fees. All obligations injunction or other prohibition preventing such acceleration in respect of the Member Guarantors under this Section 2.01 shall survive obligations guaranteed hereby, and (2) in the transfer event of any Noteacceleration of such obligation as provided the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer 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 Issuer’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 obligations time payment and performance of the Member Guarantors under this Section 2.01 with respect Notes are, pursuant to which applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the related underlying obligation of Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the Company event that any payment or any part thereof, is expressly stated rescinded, reduced, restored or returned, the Notes shall, to survive the payment of any Note shall also survive the payment of fullest extent permitted by law, be reinstated and deemed reduced only by such Noteamount paid and not so rescinded, reduced, restored or returned.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale The Guarantor hereby unconditionally guarantees to each Holder of the Notes to repay existing Indebtedness authenticated and for other general corporate purposes delivered by the Trustee and to the benefit Trustee and its successors and assigns, irrespective of the FOXTELNXEA Consolidated Groupvalidity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of which the Company hereunder or thereunder, that: (i) the principal of and the Member Guarantors are a part. For such valuable considerationpremium, the receipt if any, and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guaranteesinterest, on a joint and several basisthe Notes shall be promptly paid in full when due, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment redemption or otherwise) of , and interest on the overdue principal of and Make-Whole Amount or Modified Make-Whole Amountinterest on premium, if any, and interest interest, on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, andif lawful, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by obligations of the Company under to the Note and Guarantee Agreement and under Holders of the Notes (includingor the Trustee hereunder or thereunder shall be promptly paid in full or performed, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof hereof and thereof; and (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default ii) in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed ObligationsNotes or any of such other obligations, that the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) performed in accordance with the terms of such the extension or renewal renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or 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, any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or any change in the ownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantor's guarantee under this Section shall not be discharged except by complete performance of the obligations of the Company and the Guarantor contained in the Notes, this Supplemental Indenture and the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor any amount paid by any thereof to the Trustee or such Holder, the Guarantor's guarantee under this Section, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of the Notes in respect of any obligations guaranteed hereby until payment in full in cash of all obligations with respect to the Notes guaranteed hereby. The Guarantor further agrees that, as between itself as guarantor, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of the Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations with respect to the Notes guaranteed hereby and (y) pay to in the event of any Holder declaration of acceleration of such amountsobligations as provided in Article VI of the Indenture, to such obligations (whether or not due and payable) shall forthwith become due and payable by the extent lawful, as shall be sufficient Guarantor for the purposes of its guarantee hereunder. The Guarantor also agrees to pay the reasonable any and all costs and expenses of collection (including reasonable attorney's fees and expenses) incurred by the Trustee or of otherwise any Holder in enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteSection.

The Guarantee. It is acknowledged that The Guarantor hereby agrees to unconditionally and irrevocably guarantee (the Company shall use form of such guarantee to be established as provided in Section 2.5), subject to the proceeds from the sale terms and conditions of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basisGuarantee, to each holder Holder of a Note (each, a “Holder”) Security authenticated and delivered by the Trustee (a) the prompt due and punctual payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, any premium and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time on or in respect of such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (of such payments Security, when and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, as the same will be promptly paid in full when shall become due (and payable, whether at extended maturityStated Maturity, by acceleration, by optional prepayment redemption, repayment or otherwise) , in accordance with the terms of such extension or renewal Security and of this Indenture and (yb) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs full and expenses punctual performance within applicable grace periods of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All all other obligations of the Member Guarantors Company under this Section 2.01 Indenture and the Securities. In case of the failure of the Company punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall survive the transfer of any Notebecome due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and any obligations as if such payment were made by the Company. In case of the Member Guarantors under this Section 2.01 with respect failure of the Company to which the related underlying perform any other obligation of the Company is expressly stated to survive the payment Holders of Securities of any Note series, for whatever reason, the Guarantor shall also survive be obligated to perform or cause the payment performance of the same immediately. An Event of Default under this Indenture or the Securities of any series shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities of such Note.series to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Trustee is entitled to enforce the Guarantee in accordance with the provisions of Article V.

The Guarantee. It is acknowledged that The Company hereby guarantees to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Administrative Agent and the Member Guarantors are a part. For such valuable consideration, the receipt Canadian Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes Loans (includingincluding the C$ Loans) made by the Lenders to, without limitationand the Note(s) and the C$ Note(s) held by each Lender of, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by the Company any Group Member under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Group Member to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes)of the Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementCash Management Obligations, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of the Company). Each Member Guarantor The Company hereby further agrees that if the Company any Group Member shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Company will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. As used in this Guaranty, the term “Lender” includes, where appropriate, each affiliate of a Lender to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection whom Hedging Obligations or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteCash Management Obligations are owed.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees the prompt full and punctual payment in full, in U.S. Dollars, of (i) the Obligations (including interest accruing at the then applicable rate provided in the case Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of U.S. Dollar Notesany petition in bankruptcy, or Australian Dollarsthe commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in the case of the Series G Notessuch proceeding), when due (and as due, whether at stated maturity, by acceleration, by optional upon one or more dates set for prepayment or otherwise, (ii) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts payable by the Borrower from time to time owing by to any of the Company Lenders, the Collateral Agent, the Administrative Agent, any Issuing Bank or the Secured Hedging Counterparties (together, the “Guaranteed Parties”) under the Note and Guarantee Agreement and under the Notes (includingGuaranty Documents, without limitationwhether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the extent provided therein all reasonable fees and taxes), disbursements of counsel to any Guaranteed Party that are required to be paid by the Borrower pursuant to the terms of any Guaranty Document) and (biii) performance of the prompt performance and observance by Obligations of the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, Borrower in each case strictly in accordance with the their terms thereof (such payments and other obligations being herein collectively called collectively, the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if Upon failure by the Company shall default in the payment or performance of Borrower to pay punctually any of the Guaranteed Obligations, each Member Guarantor will (x) promptly agrees that it shall forthwith on demand pay or perform the same, without any demand or notice whatsoever, amount not so paid at the place and that in the case of manner specified in any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawfulGuaranty Document, as shall be sufficient to pay the reasonable costs case may be. This guaranty is absolute, irrevocable and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note unconditional in nature and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 is made with respect to which any and all Guaranteed Obligations now existing or in the related underlying obligation future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of the Company all Guaranteed Obligations. This guaranty is expressly stated to survive the a guarantee of due and punctual payment and performance and not of any Note shall also survive the payment of such Notecollectibility.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale Each of the Notes Guarantors hereby, jointly and severally, guarantees to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Groupeach Lender, of which the Company each Issuing Bank and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Advances made by the Lenders to, and the Notes (includingheld by each Lender of, without limitationthe Borrower, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing to the Lenders, the Issuing Banks and the Administrative Agent by (and to each affiliate thereof that is a party to any Hedging Agreement entered into with) the Company Borrower under the Note and Guarantee this Agreement, any Hedging Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “"Guaranteed Obligations”"). Each Member Guarantor The Guarantors hereby further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. For purposes hereof, it is understood any Guaranteed Obligations to any Holder Person arising under an agreement entered into at the time such amountsPerson (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Advances, its obligations in respect of Letters of Credit and other interests in this Agreement and, therefor, at the time a claim is to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any made in respect of such Holder’s rights under the Note and Guarantee AgreementGuaranteed Obligations, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company such Person (or its affiliate) is expressly stated to survive the payment of any Note shall also survive the payment of such Noteno longer a "Lender" party hereto.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) In consideration of (1) the prompt payment in full, in U.S. Dollars, in substantial direct and indirect benefits to be derived by the case of U.S. Dollar Notes, or Australian Dollars, in the case Guarantors as a result of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of Banks making the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Commitments available to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee AgreementCompany, including, without limitation, reasonable counsel fees. All obligations the advances to be made available to such Guarantors by the Company from time to time from the proceeds of Advances lent to the Company hereunder, (2) the substantial direct and indirect benefits to be derived by the Company and the Guarantors as a result of the Member Guarantors under this Section 2.01 shall survive Banks making the transfer Letter of Credit Subfacility available to the Company and the Guarantors, including, without limitation, the Letters of Credit issued or to be issued by the Agent on behalf of the Banks for the account of the Company or any NoteGuarantor, and any obligations (3) substantial direct and indirect benefits to be derived by the Guarantors as a result of Barclays Bank PLC making the Member Guarantors other First Tier Facilities available under this Section 2.01 with respect the Barclays Agreement, pursuant to which the related underlying obligation Guarantors shall receive further direct and indirect benefit, each Guarantor hereby absolutely, unconditionally and irrevocably, jointly and severally, guarantees to each of the Banks, the Agent and the Collateral Agents the due and punctual payment and performance of all the Obligations of the Company is expressly stated and each other Guarantor as and when the same shall become due and payable, whether at maturity, by acceleration, mandatory prepayment or otherwise, according to survive their terms (the payment of any Note shall also survive the payment obligations of such NoteGuarantor in respect of such guarantee, its "Guaranty Obligations"). In case of -------------------- failure by the Company or such Guarantor punctually to pay or perform the Obligations, each Guarantor hereby unconditionally and irrevocably agrees to cause such payment or performance to be made punctually as and when the same shall become due and payable, whether at maturity, by prepayment, declaration or otherwise, and as if such payment or performance were made by the Company or such Guarantor. The foregoing guarantees (collectively, the "Guaranty") shall be -------- guarantees of payment and not of collection merely.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company each Lender and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee this Agreement and by any Obligor under any of the Notes (including, without limitation, costs, expenses and taxes)other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (bor any affiliate of any Lender) the prompt performance and observance by the Company in respect of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee any Hedging Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Holder Person arising under an agreement entered into at a time such amountsPerson (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the extent lawful, as shall time a claim is to be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any made in respect of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteGuaranteed Obligations.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member The Guarantor hereby unconditionally, absolutely agrees to unconditionally and irrevocably guarantees, on a joint and several basis, guarantee (the form of such guarantee to be established as provided in Section 2.5) to each holder Holder of a Note (each, a “Holder”) Security authenticated and delivered by the Trustee (a) the prompt due and punctual payment in fullof the principal of, in U.S. Dollars, in the case of U.S. Dollar Notesany premium and interest and all other amounts on, or Australian Dollarsin respect of, in on and, if applicable, any Additional Tax Sums with respect to such Security and the case due and punctual payment of the Series G Notessinking fund payments (if any) provided for pursuant to the terms of such Security, when and as the same shall become due (and payable, whether at stated maturityStated Maturity, by acceleration, by optional prepayment redemption, repayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal Security and of this Indenture and (yb) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay full and punctual performance within the reasonable costs and expenses applicable grace periods of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All all other obligations of the Member Guarantors Company under this Section 2.01 Indenture and the Securities. In case of the failure of the Company punctually to pay any such principal, premium, interest (including any Additional Interest), Additional Tax Sums or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall survive the transfer of any Notebecome due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and any obligations as if such payment were made by the Company. In case of the Member Guarantors under this Section 2.01 with respect failure of the Company to which the related underlying perform any other obligation of the Company is expressly stated to survive the payment Holders of Securities of any Note series, for whatever reason, the Guarantor shall also survive be obligated to perform or cause the payment performance of the same immediately. An Event of Default under this Indenture or the Securities of any series shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities of such Noteseries to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Trustee is entitled to enforce this Guarantee in accordance with the provisions of Article VI.

The Guarantee. It is acknowledged that The Parent hereby guarantees to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Administrative Agent and the Member Guarantors are a part. For such valuable consideration, the receipt Canadian Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes Loans (includingincluding the C$ Loans) made by the Lenders to, without limitationand the Note(s) and the C$ Note(s) held by each Lender of, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by the Company any Borrower under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes)of the Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance all Cash Management Obligations owing by the Company of all covenants, agreements Obligors to the Lenders and conditions on its part to be performed and observed under the Note and Guarantee Agreementtheir affiliates, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of the Parent). Each Member Guarantor The Parent hereby further agrees that if the Company any Borrower (or any Subsidiary Guarantor) shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Parent will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that Each Guarantor hereby jointly and severally and unconditionally guarantees to the Company shall use the proceeds Holders from the sale time to time of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the full and prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest premium on any overdue principalNote when and as the same shall become due, Make-Whole Amount whether at the Stated Maturity thereof, by acceleration, redemption or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes)otherwise, and (b) the full and prompt performance payment of any interest on and observance by any Additional Amounts with respect to any Note when and as the Company of all covenantssame shall become due, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, subject in each case strictly to any applicable grace period or notice requirement or both (the "Guarantee"). Each Guarantor also hereby unconditionally guarantees to the Trustee the full and prompt payment of all amounts due it from the Company under the Indenture. The Guarantee hereunder constitutes a guarantee of payment and not of collection. The obligations of each of the Guarantors hereunder with respect to a series of Notes shall be absolute and unconditional and shall remain in full force and effect until the entire principal of, premium (if any) and interest on and any Additional Amounts with respect to the Notes of such series shall have been paid or provided for in accordance with the terms thereof (provisions of such payments series and other obligations being herein collectively called of the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if Indenture, irrespective of the Company shall default in the payment validity, regularity or performance enforceability of any Note of such series or the Guaranteed ObligationsIndenture, each Member Guarantor will (x) promptly pay any change or perform amendment thereto, the absence of any action to enforce the same, without any demand waiver or notice whatsoever, and that in consent by the case Trustee or the Holder of any extension Note of time such series with respect to any provision of such Note or the Indenture, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances that may otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives presentment or demand of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of notice to such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 Guarantor with respect to which the related underlying obligation Notes and the obligations evidenced thereby or hereby. Each Guarantor further waives any right of set-off or counterclaim it may have against any Holder of a Note arising from any other obligations any such Holder may have to the Company is expressly stated or any Guarantor. The obligations of each Guarantor to survive make any payment hereunder may be satisfied by causing the payment of any Note shall also survive the payment of Company to make such Notepayment.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether Whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) , including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and severally guarantee to each of the Secured Creditors and their respective successors and assigns the prompt payment in full when due of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable lawBorrower. The foregoing obligation shall include all fees, on any overdue interest indemnification payments, premium, make-whole and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee Credit Agreement and by any Loan Party under any of the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of BrandCo Guarantee and Security Agreement 4841-1063-1838V11 doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such payments and other interest, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby The Subsidiary Guarantors further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the payment or performance operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, each Member including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company LC Bank and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable lawBorrowers, on any overdue interest and on amounts described in Section 13 of the Note reimbursement obligations (and Guarantee Agreementinterest thereon) and cover in respect of Letters of Credit, fees provided for hereunder and all other amounts from time to time owing to the Lenders, the LC Bank or the Administrative Agent by the Company Borrowers under the Note and Guarantee this Agreement and by any Obligor under any of the Notes (including, without limitation, costs, expenses and taxes)other Credit Documents, and all obligations of the Borrowers or any of their Subsidiaries to any Lender (bor any affiliate of any Lender) the prompt performance and observance by the Company in respect of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee any Hedge Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “"Guaranteed Obligations”"). Each Member Guarantor hereby The Subsidiary Guarantorshereby further agrees jointly and severally agree that if the Company Borrowers shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Holder Person arising under an agreement entered into at a time such amountsPerson (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the extent lawful, as shall time a claim is to be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any made in respect of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteGuaranteed Obligations.

The Guarantee. It is acknowledged that (a) Subject to this Section 212, the Company shall use Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the proceeds from Notes and the sale obligations of the Notes to repay existing Indebtedness and for other general corporate purposes to Issuer under the benefit of the FOXTELNXEA Consolidated GroupIndenture, of which the Company this Supplemental Indenture and the Member Guarantors are a part. For such valuable considerationNotes, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, guarantees to each holder Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (each, a “Holder”) (a1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in fullfull when due, in U.S. Dollarswhether at Stated Maturity, in by acceleration or otherwise (including the case of U.S. Dollar Notes, or Australian Dollars, in amount that would become due but for the case operation of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwiseautomatic stay under Section 362(a) of the principal of and Make-Whole Amount or Modified Make-Whole AmountBankruptcy Law), together with interest on the overdue principal, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, andinterest, to the extent permitted by applicable lawlawful, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time obligations of the Issuer to time owing by the Company under Holders or the Note and Guarantee Agreement and under the Notes (includingTrustee hereunder or thereunder will be paid in full or performed, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof hereof and thereof; and (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default 2) in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) performed in accordance with the terms of such the extension or renewal renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture 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, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (yor premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such amountsGuarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent lawfultheretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as shall between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be sufficient to pay accelerated as provided in the reasonable costs and expenses Indenture for the purposes of collection or of otherwise enforcing any the Guarantee of such Holder’s rights under the Note and Guarantee AgreementGuarantor notwithstanding any stay, including, without limitation, reasonable counsel fees. All obligations injunction or other prohibition preventing such acceleration in respect of the Member Guarantors under this Section 2.01 shall survive obligations guaranteed hereby, and (2) in the transfer event of any Noteacceleration of such obligation as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer 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 Issuer’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 obligations time payment and performance of the Member Guarantors under this Section 2.01 with respect Notes are, pursuant to which applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the related underlying obligation of Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the Company event that any payment or any part thereof, is expressly stated rescinded, reduced, restored or returned, the Notes shall, to survive the payment of any Note shall also survive the payment of fullest extent permitted by law, be reinstated and deemed reduced only by such Noteamount paid and not so rescinded, reduced, restored or returned.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member The Guarantor hereby unconditionallyfully, absolutely unconditionally and irrevocably guarantees, on a joint as primary obligor and several basisnot merely as surety, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case Holder of the Series G Notes, Securities and the Trustee the full and punctual payment when due (and payable, whether at stated maturity, upon redemption or repurchase, by acceleration, by optional prepayment or otherwise) , of the principal of and Make-Whole Amount or Modified Make-Whole Amountpremium, if any, and interest on the Notes (Securities and any other obligations of the Company under this Indenture, including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, the obligations of the Company under Section 706 hereof (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantor further agrees (to the extent permitted by applicable law) that the Obligations may be extended or renewed, on in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Four notwithstanding any overdue interest extension or renewal of any Obligation. The Guarantor waives presentation to, demand of payment from and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time protest to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Securities or the Obligations, each Member . The obligations of the Guarantor will hereunder shall not be affected by (xa) promptly pay the failure of the Trustee or perform the same, without any Holder to assert any claim or demand or notice whatsoeverto enforce any right or remedy against the Company or any other person under this Indenture, and that in the case of Securities or any other agreement or otherwise; (b) any extension of time of payment or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Guaranteed Obligationsterms or provisions of this Indenture, the same will be promptly paid Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any change in full the ownership of the Company. The Guarantor further agrees that the 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 Obligations. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), 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 Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the 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 the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of and premium, if any, or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder 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 has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at extended maturity, by acceleration, by optional prepayment redemption or otherwise, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) in accordance with the terms unpaid amount of such extension Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or renewal other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) pay to in the event of any Holder such amountsdeclaration of acceleration of such Obligations, to such Obligations (whether or not due and payable) shall forthwith become due and payable by the extent lawful, as shall be sufficient Guarantor for the purposes of this Guarantee. The Guarantor also agrees to pay the any and all reasonable costs and expenses of collection (including reasonable attorneys’ fees) incurred by the Trustee or of otherwise the Holders in enforcing any of such Holder’s rights under this Section. The Guarantor acknowledges that the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any NoteSecurity is evidenced by this Article Four and that no separate endorsement need be executed to make such Guarantee a valid legally, binding and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying enforceable obligation of the Guarantor. Furthermore, any obligation on the part of the Company is expressly stated hereunder to survive the payment of authorize, execute and deliver any Note new, exchanged or replaced Securities shall also survive be applicable to the payment Guarantor’s Obligations under its Guarantee in respect of such Notenew, exchanged or replaced Security.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether Whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) , including amounts that would become due but for the operation of the principal of automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, severally guarantee to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 each of the Note Third Lien Secured Parties and Guarantee Agreement) their respective successors and assigns the prompt and complete payment when due and performance by the Borrower and each other Guarantor of the Third Lien Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Term B-3 Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee Credit Agreement and by any Loan Party under any of the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such payments and other interest, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby The Subsidiary Guarantors further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the payment or performance operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, each Member including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company each Lender and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under the Note and Guarantee this Agreement and by any Obligor under any of the Notes (including, without limitation, costs, expenses and taxes)other Loan Documents, and (b) the prompt performance and observance by all obligations of the Company or any of all covenants, agreements and conditions on its part Subsidiaries to be performed and observed under the Note and Guarantee any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “"Guaranteed Obligations”"). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Holder Person arising under a Hedging Agreement entered into at a time such amountsPerson (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations, so long as such Hedging Agreement has been designated as a "Hedging Agreement" for purposes of this Article in a written notice delivered from the Company to the extent lawful, as Administrative Agent (which notice shall be sufficient include a certification to pay the reasonable costs and expenses of collection or of otherwise enforcing any of effect that such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company Hedging Agreement is expressly stated to survive the payment of any Note shall also survive the payment of such Notepermitted hereunder).

The Guarantee. It is acknowledged that The Subsidiary Guarantors hereby, jointly and severally, guarantee to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Issuing Banks and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if anyof, and interest on the Notes Loans (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Borrower and all other amounts from time to time owing to the Lenders, the Issuing Banks or the Administrative Agent by the Company Borrower under the Note and Guarantee this Agreement and by any Obligor under any of the Notes (including, without limitation, costs, expenses and taxes)other Loan Documents, and all obligations of the Borrower to any Lender (bor any affiliate of any Lender) the prompt performance and observance by the Company in respect of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreementany Hedging Agreement (other than Hedging Agreements in respect of prices of commodities), in each case in the Currency thereof and otherwise strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement (other than Hedging Agreements in respect of prices of commodities) entered into at the time such Person (or an affiliate thereof) is a “Lender” party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and (y) pay other interests in this Agreement and, at the time a claim is to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any made in respect of such Holder’s rights under the Note and Guarantee Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to this Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees the prompt full and punctual payment in full, in U.S. Dollars, of (i) the Obligations (including interest accruing at the then applicable rate provided in the case Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of U.S. Dollar Notesany Exhibit F to Credit Agreement – Form of Guaranty Agreement CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. petition in bankruptcy, or Australian Dollarsthe commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in the case of the Series G Notessuch proceeding), when due (and as due, whether at stated maturity, by acceleration, by optional upon one or more dates set for prepayment or otherwise, (ii) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts payable by the Borrower from time to time owing by to any of the Company Lenders, the Collateral Agent, the Administrative Agent, any Issuing Bank or the Secured Hedging Counterparties (together, the “Guaranteed Parties”) under the Note and Guarantee Agreement and under the Notes (includingGuaranty Documents, without limitationwhether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the extent provided therein all reasonable fees and taxes), disbursements of counsel to any Guaranteed Party that are required to be paid by the Borrower pursuant to the terms of any Guaranty Document) and (biii) performance of the prompt performance and observance by Obligations of the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, Borrower in each case strictly in accordance with the their terms thereof (such payments and other obligations being herein collectively called collectively, the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if Upon failure by the Company shall default in the payment or performance of Borrower to pay punctually any of the Guaranteed Obligations, each Member Guarantor will (x) promptly agrees that it shall forthwith on demand pay or perform the same, without any demand or notice whatsoever, amount not so paid at the place and that in the case of manner specified in any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawfulGuaranty Document, as shall be sufficient to pay the reasonable costs case may be. This guaranty is absolute, irrevocable and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note unconditional in nature and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 is made with respect to which any and all Guaranteed Obligations now existing or in the related underlying obligation future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of the Company all Guaranteed Obligations. This guaranty is expressly stated to survive the a guarantee of due and punctual payment and performance and not of any Note shall also survive the payment of such Notecollectibility.

The Guarantee. It is acknowledged that The Company hereby guarantees to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Administrative Agent and the Member Guarantors are a part. For such valuable consideration, the receipt Canadian Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes Loans (includingincluding the C$ Loans) made by the Lenders to, without limitationand the Note(s) and the C$ Note(s) held by each Lender of, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by the Company any Borrower under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes)of the Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance all Cash Management Obligations owing by the Company of all covenants, agreements Obligors to the Lenders and conditions on its part to be performed and observed under the Note and Guarantee Agreementtheir affiliates, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of the Company). Each Member Guarantor The Company hereby further agrees that if the Company any Borrower (or any Subsidiary Guarantor) shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Company will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Each Guarantor hereby absolutely and unconditionally, absolutely jointly and irrevocably severally guarantees, on as primary obligor and as a joint guaranty of payment and several basisperformance and not merely as a guaranty of collection, to each holder of a Note (each, a “Holder”) (a) the prompt payment in fullwhen due, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by required prepayment, upon acceleration, by optional prepayment demand or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes at all times thereafter, of any and all Secured Obligations (includingfor each Guarantor, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, subject to the extent permitted by applicable lawproviso in this sentence, on its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time Excluded Swap Obligations with respect to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), such Guarantor and (b) the prompt performance liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Agent’s books and observance records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall not be affected by the Company genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all covenantsof the foregoing. The Guarantors hereby expressly waive diligence, agreements presentment, demand of payment, protest and conditions on its part to be performed all notices whatsoever, and observed any requirement that the Agent, the LC Issuer or any Lender exhaust any right, power or remedy or proceed against the Borrower hereunder or under the Note and Guarantee Agreementother Loan Documents or any other agreement or instrument referred to herein or therein, in each case strictly in accordance with the terms thereof (such payments and or against any other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment Person under any other guarantee of, or performance of security for, any of the Guaranteed Secured Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether Whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) , including amounts that would become due but for the operation of the principal of automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, severally guarantee to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 each of the Note Secured Parties and Guarantee Agreement) their respective successors and assigns the prompt and complete payment when due and performance by the Borrower and each other Guarantor of the Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee DIP Credit Agreement and by any Loan Party under any of the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such payments and other interest, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby The Subsidiary Guarantors further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the payment or performance operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, each Member including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal renewal. DIP BrandCo Guarantee and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Security Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Each Guarantor hereby unconditionally, absolutely jointly and irrevocably guarantees, on a joint and several basis, ------------- severally guarantees to each holder of a Note (each, a “Holder”) Lender (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest payable on the Notes Loan, (b) the payment of all other Obligations (including, without limitation, any indemnities, fees and interest on any overdue principalthereon and all Obligations which, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to but for the extent permitted by applicable law, on any overdue interest and on amounts described in automatic stay under Section 13 362(a) of the Note Bankruptcy Code and Guarantee Agreementthe operation of Sections 502(b) and 506(b) of the Bankruptcy Code would become due, and all other amounts from time to time owing interest accruing on the Obligations after the filing of a petition by or against the Company Borrower or any of its subsidiaries under the Note and Guarantee Agreement and under the Notes (includingBankruptcy Code, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with and at the terms thereof rate (including the Default Rate) specified in this Agreement whether or not the claim for such payments interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code) of the Borrower now existing or hereafter incurred under, arising out of, or in connection with any of the Loan Documents, (c) the due performance and other obligations being herein collectively called compliance by the “Borrower with all of the terms, conditions and agreements contained in any of the Loan Documents, (d) the payment of all sums advanced by Lender under or pursuant hereto, with interest thereon from the due date thereof, until paid, at the applicable rate specified in Section 2.6 and (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the foregoing (all such principal, interest, obligations, indebtedness, performance, compliance and payments, collectively, the "Guaranteed Obligations”"). Each Member Guarantor hereby jointly and ---------------------- severally further agrees that if the Company Borrower shall default fail to pay in the payment full when due (after giving effect to any cure periods) (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member such Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time . Each Guarantor's guarantee provided herein is a guarantee of payment or renewal and not of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Notecollection.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness The Guarantors hereby jointly and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Groupseverally guarantee, of which the Company as a primary obligor and the Member Guarantors are not as a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, surety to each holder of a Note (eachSecured Party and their respective successors and permitted assigns, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by accelerationrequired prepayment, declaration, demand, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount interest (including any interest, fees, costs or Modified Make-Whole Amountcharges accruing after the commencement of an Insolvency Proceeding, if anywhether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and interest on the Notes (includingheld by each Lender of, without limitationeach Borrower, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts Secured Obligations from time to time owing to the Secured Parties by the Company any Loan Party under the Note and Guarantee any Loan Document or Bank Product Agreement and under the Notes (including, without limitation, costs, expenses and taxes)entered into with a counterparty that is a Secured Party, and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed obligations under any of the Note and Guarantee Agreementforegoing, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby further agrees 202 jointly and severally agree that if the Company Borrower(s) or other Guarantor(s) shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Guarantors will (x) promptly pay or perform the samesame in cash, without any demand or notice whatsoeverwhatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal renewal. Without prejudice to the generality of Section 7.01 and (y) pay Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any Holder such amounts(however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights the Loan Documents and/or any facility or amount made available under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations any of the Member Guarantors under this Section 2.01 shall survive Loan Documents for the transfer purposes of or in connection with any of the following: acquisitions of any Note, nature; increasing working capital; enabling investor distributions or Dividends to be made (including the Closing Date Distribution); carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any obligations fees, costs and/or expenses associated with any of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noteforegoing.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company each Lender and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee this Agreement and by any Obligor under any of the Notes (including, without limitation, costs, expenses and taxes)other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (bor any affiliate of any Lender) the prompt performance and observance by the Company in respect of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee any Hedging Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “"Guaranteed Obligations”"). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Holder Person arising under a Hedging Agreement entered into at a time such amounts, Person (or an affiliate thereof) is party hereto as a Lender (to the extent lawfulthe same has been designated as a "Hedging Agreement" for purposes of this Article III in a written notice delivered from the Borrower to the Administrative Agent) shall continue to constitute Guaranteed Obligations, as shall notwithstanding that such Person (or its affiliate) has ceased to be sufficient a Lender party hereto (by assigning all of its Commitments, Loans and other interests herein) at the time a claim is to pay the reasonable costs and expenses of collection or of otherwise enforcing any be made in respect of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteGuaranteed Obligations.

The Guarantee. It is acknowledged that The Guarantor hereby irrevocably and unconditionally guarantees (the "Guarantee"), as primary obligor and not merely as surety, the 2028 Debentures and obligations of the Company shall use under the proceeds from Indenture and the sale 2028 Debentures, and guarantees to each Holder of a 2028 Debenture authenticated and delivered by the Notes to repay existing Indebtedness Trustee, and for other general corporate purposes to the benefit Trustee for itself and on behalf of the FOXTELNXEA Consolidated Groupsuch Holder, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note that: (each, a “Holder”1) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the principal of (and Make-Whole Amount premium, if any) and interest on the 2028 Debentures shall be paid in full when due, whether at Stated Maturity, by acceleration or Modified Make-Whole Amountotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the United States Bankruptcy Code of 1978, as amended (the "Bankruptcy Law")) together with interest on the overdue principal, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, andinterest, to the extent permitted by applicable lawlawful, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by obligations of the Company under to the Note and Guarantee Agreement and under Holders or the Notes (includingTrustee hereunder or thereunder shall be paid in full or performed, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof hereof and thereof; and (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default 2) in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any 2028 Debentures or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) performed in accordance with the terms of such the extension or renewal renewal, whether at Stated Maturity, by acceleration or otherwise. (a) The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 2028 Debentures or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. (b) The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any 2028 Debenture except by complete performance of the obligations contained in such 2028 Debenture, the Indenture and the Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (yor premium, if any) or interest on such 2028 Debenture, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such 2028 Debenture, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company. The 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 2028 Debentures, to collect interest on the 2028 Debentures, or to enforce or exercise any other right or remedy with respect to the 2028 Debentures, the Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by any of them to the Trustee or such amountsHolder, the Guarantee, to the extent lawfultheretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as shall between the Guarantor, on one hand, and the Holders and the Trustee on the other hand, (1) subject to the provisions of the Guarantee, the Maturity of the obligations guaranteed hereby may be sufficient to pay accelerated as provided in Article Five of the reasonable costs Base Indenture for the purposes of the Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and expenses (2) in the event of collection or of otherwise enforcing any acceleration of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations obligation as provided in Article Five of the Member Guarantors under this Section 2.01 Base Indenture, such obligations (whether or not due and payable) shall survive forthwith become due and payable by the transfer Guarantor for the purpose of the Guarantee. (d) The Guarantee shall remain in full force and effect and continue to be effective should any Notepetition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any obligations time payment and performance of the Member Guarantors under this 2028 Debentures are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the 2028 Debentures, 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 2028 Debentures 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. Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.2.02

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantor hereby guarantees to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company each Lender and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable lawBorrowers, on any overdue all Reimbursement Obligations and interest and on amounts described in Section 13 of the Note and Guarantee Agreement) thereon and all other amounts from time to time owing to the Lenders (or, in Subsidiary Guarantee Agreement respect of any Interest Rate Protection Agreement, any affiliate of a Lender) or the Administrative Agent by the Company Borrowers under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes)Credit Agreement, and (b) all Hedging Indebtedness of the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementBorrowers, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member The Subsidiary Guarantor hereby further agrees that if the Company Borrowers shall default fail to pay in the payment full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member the Subsidiary Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under an agreement entered into at the time such Person (yor an affiliate thereof) pay to any Holder such amounts, is a “Lender” party to the extent lawfulCredit Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, as shall notwithstanding that such Person (or its affiliate) may have assigned all of its Loans, Reimbursement Obligations and other interests in the Credit Agreement and, therefore, at the time a claim is to be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any made in respect of such Holder’s rights under Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to the Note and Guarantee Credit Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company each Lender and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (includingLoans made by the Lenders to, without limitationand the Note(s) held by each Lender of, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 each of the Note Parent and Guarantee Agreement) the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by each of the Parent and the Company under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of each of the Parent and the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes), of the Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance all Cash Management Obligations owing by the Company of all covenants, agreements Obligors to the Lenders and conditions on its part to be performed and observed under the Note and Guarantee Agreementtheir affiliates, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligation of such Subsidiary Guarantor). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Parent or the Company shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Each Guarantor hereby unconditionallyagrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and irrevocably guarantees, on a joint and several basis, unconditionally guarantees to each holder of a Note (each, a “Holder”) (a) Secured Party and their respective successors and assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (includingLoans made by the Lenders to each Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing to the Secured Parties by each Borrower under this Agreement or under any of the Company under other Loan Documents, any Letter of Credit, any Specified Swap or Banking Services Agreement, any Pari Secured Swap Agreement or any other document made, delivered or given in connection with any of the Note and Guarantee Agreement and under the Notes foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, costs, expenses all fees and taxes), and (b) disbursements of counsel to the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementSecured Parties, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company any Borrower shall default fail to pay in the payment full when due (whether by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member such Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that (a) Subject to this Section 212, the Company shall use Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the proceeds from Notes and the sale obligations of the Notes to repay existing Indebtedness and for other general corporate purposes to Issuer under the benefit of the FOXTELNXEA Consolidated GroupIndenture, of which the Company this Supplemental Indenture and the Member Guarantors are a part. For such valuable considerationNotes, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, guarantees to each holder Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (each, a “Holder”) (a1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in fullfull when due, in U.S. Dollarswhether at Stated Maturity, in by acceleration or otherwise (including the case of U.S. Dollar Notes, or Australian Dollars, in amount that would become due but for the case operation of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwiseautomatic stay under Section 362(a) of the principal of and Make-Whole Amount or Modified Make-Whole AmountBankruptcy Law), together with interest on the overdue principal, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, andinterest, to the extent permitted by applicable lawlawful, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time obligations of the Issuer to time owing by the Company under Holders or the Note and Guarantee Agreement and under the Notes (includingTrustee hereunder or thereunder will be paid in full or performed, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof hereof and thereof; and (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default 2) in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) performed in accordance with the terms of such the extension or renewal renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture 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, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (yor premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such amountsGuarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent lawfultheretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as shall between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be sufficient to pay accelerated as provided in the reasonable costs and expenses Indenture for the purposes of collection or of otherwise enforcing any the Guarantee of such Holder’s rights under the Note and Guarantee AgreementGuarantor notwithstanding any stay, including, without limitation, reasonable counsel fees. All obligations injunction or other prohibition preventing such acceleration in respect of the Member Guarantors under this Section 2.01 shall survive obligations guaranteed hereby, and (2) in the transfer event of any Noteacceleration of such obligation as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer 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 Issuer’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 obligations time payment and performance of the Member Guarantors under this Section 2.01 with respect Notes are, pursuant to which applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the related underlying obligation of Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the Company event that any payment or any part thereof, is expressly stated rescinded, reduced, restored or returned, the Notes shall, to survive the payment of any Note shall also survive the payment of fullest extent permitted by law, be reinstated and deemed reduced only by such Noteamount paid and not so rescinded, reduced, restored or returned.

The Guarantee. It is acknowledged that (a) Subject to this Section 212, the Company shall use Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the proceeds from Notes and the sale obligations of the Notes to repay existing Indebtedness and for other general corporate purposes to Issuer under the benefit of the FOXTELNXEA Consolidated GroupIndenture, of which the Company this Supplemental Indenture and the Member Guarantors are a part. For such valuable considerationNotes, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, guarantees to each holder Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (each, a “Holder”) (a1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in fullfull when due, in U.S. Dollarswhether at Stated Maturity, in by acceleration or otherwise (including the case of U.S. Dollar Notes, or Australian Dollars, in amount that would become due but for the case operation of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwiseautomatic stay under Section 362(a) of the principal of and Make-Whole Amount or Modified Make-Whole AmountBankruptcy Law), together with interest on the overdue principal, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, andinterest, to the extent permitted by applicable lawlawful, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time obligations of the Issuer to time owing by the Company under Holders or the Note and Guarantee Agreement and under the Notes (includingTrustee hereunder or thereunder will be paid in full or performed, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof hereof and thereof; and (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default 2) in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) performed in accordance with the terms of such the extension or renewal renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture 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, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (yor premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such amountsGuarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent lawfultheretofore discharged, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.reinstated in full force and

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether Whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) , including amounts that would become due but for the operation of the principal of automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, severally guarantee to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 each of the Note Second Lien Secured Parties and Guarantee Agreement) their respective successors and assigns the prompt and complete payment when due and performance by the Borrower and each other Guarantor of the Second Lien Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Term B-2 Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee Credit Agreement and by any Loan Party under any of the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such payments and other interest, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby The Subsidiary Guarantors further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the payment or performance operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, each Member including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Each Guarantor and the Member Guarantors are a part. For such valuable consideration, the receipt Borrower hereby jointly and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably severally guarantees, on as a joint primary obligor and several basisnot as a surety, to each holder of a Note (eachSecured Party and its successors and assigns, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by accelerationrequired prepayment, by optional prepayment declaration, demand, or acceleration or otherwise) of the principal of and Make-Whole Amount interest on (including any interest, fees, costs or Modified Make-Whole Amount, if anycharges 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) the Loans made by the Lenders to, and interest on the Notes (includingheld by each Lender of, without limitationthe Borrower, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts Secured Obligations from time to time owing to the Secured Parties by the Company any Credit Party or any of its Restricted Subsidiaries under the Note and Guarantee any Loan Document or any Secured Cash Management Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreementor Secured Hedging Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor and the Borrower hereby further agrees jointly and severally agree that if the Company shall default if, in the payment case of such Guarantor, the Borrower or performance any other Guarantor, and in the case of the Borrower, any Guarantor, shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, each Member the Guarantors and the Borrower in its capacity as a Guarantor will (x) under this Article VII will, promptly following the occurrence and during the continuance of a Declared Default, pay or perform the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) ), following the occurrence and during the continuance of a Declared Default, in accordance with the terms of such extension or renewal renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, no Obligation in respect of any Secured Hedging Agreement shall be payable by or from the assets of any Credit Party if such Credit Party, is not, at the later of (i) the time such Secured Hedging Agreement is entered into and (yii) pay the date such person becomes a Credit Party, an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended, and no Credit Party shall be deemed to have entered into or guaranteed any Holder Hedging Agreement at any time that such amounts, Credit Party is not an eligible contract participant. The guarantee made by the Borrower hereunder relates solely to the extent lawfulSecured Obligations from time to time owing to the Secured Parties by any Credit Party other than the Borrower under any Secured Cash Management Agreement or Secured Hedging Agreement. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors liable under this Section 2.01 shall survive 7.01 for the transfer maximum amount of any Note, and any such liability that can be hereby incurred without rendering its obligations of the Member Guarantors under this Section 2.01 7.01, or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.01 shall remain in full force and effect until the termination of this Guarantee in accordance with respect Section 7.09 hereof. Each Qualified ECP Guarantor intends that this Section 7.01 constitute, and this Section 7.01 shall be deemed to which constitute, a “keepwell, support, or other agreement” for the related underlying obligation benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteCommodity Exchange Act.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) Each Guarantor hereby unconditionally guarantees the prompt full and punctual payment in full, in U.S. Dollars, of (i) the Obligations (including interest accruing at the then applicable rate provided in the case Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of U.S. Dollar Notesany petition in bankruptcy, or Australian Dollarsthe commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in the case of the Series G Notessuch proceeding), when due (and as due, whether at stated maturity, by acceleration, by optional upon one or more dates set for prepayment or otherwise, (ii) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts payable by the Borrower from time to time owing by to any of the Company Lenders, the Collateral Agent or the Administrative Agent under the Note and Guarantee Credit Agreement and the other Credit Documents or any of the Lenders or their Affiliates under the Notes (includingLender Rate Contracts, without limitationwhether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the extent provided therein all reasonable fees and taxes)disbursements of counsel to any of the Lenders, the Collateral Agent and the Administrative Agent that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement or any other Credit Document or any of the Lenders or their Affiliates under the Lender Rate Contracts) and (biii) performance of the prompt performance and observance by Obligations of the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, Borrower in each case strictly in accordance with the their terms thereof (such payments and other obligations being herein collectively called collectively, the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if Upon failure by the Company shall default in the payment or performance of Borrower to pay punctually any of the Guaranteed Obligations, each Member Guarantor will (x) promptly agrees that it shall forthwith on demand pay or perform the same, without any demand or notice whatsoever, amount not so paid at the place and that in the case of any extension of time of payment manner specified in the Credit Agreement or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawfulrelevant other Credit Document, as shall be sufficient to pay the reasonable costs case may be. This guaranty is absolute, irrevocable and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note unconditional in nature and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 is made with respect to which any and all Guaranteed Obligations now existing or in the related underlying obligation future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of the Company all Guaranteed Obligations. This guaranty is expressly stated to survive the a guarantee of due and punctual payment and performance and not of any Note shall also survive the payment of such Note.collectibility. EXHIBIT 99.3

The Guarantee. It The following is acknowledged that the Company shall use text of the proceeds from the sale Guarantee of the Notes to repay existing Indebtedness that will be endorsed on the Global Notes and for other general corporate purposes the definitive Notes. General Motors Corporation (the “Guarantor”) hereby unconditionally guarantees to the benefit holder of this Note duly authenticated and delivered by the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable considerationFiscal Agent, the receipt due and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt punctual payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if anyof, and interest on the Notes (including, without limitation, together with any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Additional Amounts payable pursuant to the extent permitted by applicable lawterms of this Note), on any overdue interest this Note, when and on amounts described in Section 13 as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Note and of the Note Fiscal and Guarantee Paying Agency Agreement) and all other amounts from time to time owing . In case of default by the General Motors Nova Scotia Finance Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed ObligationsCompany”). Each Member Guarantor hereby further agrees that if the Company shall default ) in the payment or performance of any such principal or interest (together with any Additional Amounts payable pursuant to the terms of this Note), the Guaranteed Obligations, each Member Guarantor will (x) promptly agrees duly and punctually to pay or perform the same, without any demand or notice whatsoever, . The Guarantor hereby agrees that its obligations hereunder shall be absolute and that in the case unconditional irrespective of any extension of the time for payment of payment this Note, any modification of this Note, any invalidity, irregularity or renewal unenforceability of this Note or the Fiscal and Paying Agency Agreement, any failure to enforce the same or any waiver, modification or indulgence granted to the Company with respect thereto by the holder of this Note or the Fiscal Agent, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Guaranteed ObligationsCompany, any right to require a demand or proceeding first against the same Company, protest or notice with respect to this Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this guarantee will not be promptly paid discharged as to this Note except by payment in full when due of the principal of, and interest (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance together with any Additional Amounts payable pursuant to the terms of such extension this Note), thereon. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or renewal and otherwise, upon making any payment hereunder (yi) pay to any Holder such amounts, be subrogated to the extent lawful, as shall be sufficient to pay rights of a holder against the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 Company with respect to which such payment or otherwise to be reimbursed, indemnified or exonerated by the related underlying obligation Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This guarantee shall not be valid or become obligatory for any purpose with respect to this Note until the certificate of authentication on this Note shall have been signed by the Fiscal Agent. This guarantee is governed by the laws of the Company is expressly stated to survive the payment State of any Note shall also survive the payment New York, United States of such NoteAmerica.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Guarantors hereby jointly and severally guarantee to repay existing Indebtedness Lessors and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company their successors and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment scheduled or otherwise, including amounts that would become due but for the operation of the automatic stay under Title 11 of the United States Code (the “Bankruptcy Code”)) of (i) all payments of Lessee under this Lease Agreement to Lessors, including the principal payment of and Make-Whole Amount or Modified Make-Whole any Termination Payment Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all fees, indemnification payments, premium and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing by the Company Lessee under the Note and Guarantee this Lease Agreement and (ii) all other obligations of any Obligor under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee this Lease Agreement, in each case strictly in accordance with the terms thereof hereof and including all interest, fees, premium and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to any Obligor, whether or not such interest, fees, premium or expenses are enforceable or allowed as a claim in such proceeding (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor The Guarantors hereby further agrees jointly and severally agree that if Lessee shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the Company shall default in operation of the payment or performance of automatic stay under the Bankruptcy Code) any of the Guaranteed Obligations, each Member including in the amounts, in the currency and at the place expressly agreed to hereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where Lessee, any Guarantor will (x) or any other Person obligated on any such Guaranteed Obligations is located, the Guarantors shall promptly pay or perform the same, without any demand or notice whatsoever, and that that, in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will shall be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Each Guarantor hereby absolutely and unconditionally, absolutely jointly and irrevocably severally guarantees, on as primary obligor and as a joint guaranty of payment and several basisperformance and not merely as a guaranty of collection, to each holder of a Note (each, a “Holder”) (a) the prompt payment in fullwhen due, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by required prepayment, upon acceleration, by optional prepayment demand or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes at all times thereafter, of any and all Secured Obligations (includingfor each Guarantor, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, subject to the extent permitted by applicable lawproviso in this sentence, on its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time Excluded Swap Obligations with respect to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), such Guarantor and (b) the prompt performance liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Agent’s books and observance records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall not be affected by the Company genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all covenantsof the foregoing. The Guarantors hereby expressly waive diligence, agreements presentment, demand of payment, protest and conditions on its part to be performed all notices whatsoever, and observed any requirement that the Agent, the L/C Issuer or any Lender exhaust any right, power or remedy or proceed against the Borrower hereunder or under the Note and Guarantee Agreementother Loan Documents or any other agreement or instrument referred to herein or therein, in each case strictly in accordance with the terms thereof (such payments and or against any other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment Person under any other guarantee of, or performance of security for, any of the Guaranteed Secured Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) Each Guarantor hereby unconditionally guarantees (i) the prompt full and punctual payment in full, in U.S. Dollars, of the Obligations (including interest accruing at the then applicable rate provided in the case Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of U.S. Dollar Notesany petition in bankruptcy, or Australian Dollarsthe commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed in the case of the Series G Notessuch proceeding), when due (and as due, whether at stated maturity, by acceleration, by optional upon one or more dates set for prepayment or otherwise, (ii) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts payable by the Borrowers from time to time owing by to any of the Company Lenders, the Security Trustee or the Administrative Agent under the Note and Guarantee Credit Agreement and under the Notes (includingother Credit Documents, without limitationwhether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and taxes)disbursements of counsel to any of the Lenders, the Security Trustee and the Administrative Agent that are required to be paid by the Borrowers pursuant to the terms of the Credit Agreement or any other Credit Document) and (biii) performance of the prompt performance and observance by Obligations of the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, Borrowers in each case strictly in accordance with their terms. Upon failure by the terms thereof (Borrowers to pay punctually any such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member amount, each Guarantor hereby further agrees that if it shall forthwith on demand pay the Company shall default amount not so paid at the place and in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that manner specified in the case of any extension of time of payment Credit Agreement or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawfulrelevant other Credit Document, as shall be sufficient to pay the reasonable costs case may be. This guaranty is absolute, irrevocable and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note unconditional in nature and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 is made with respect to which the related underlying obligation any and all Obligations of the Company Borrowers now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Obligations of the Borrowers and the termination or expiration of the Revolving Loan Commitments pursuant to the Credit Agreement. This guaranty is expressly stated to survive the a guarantee of due and punctual payment and performance and not of any Note shall also survive the payment of such Notecollectibility.

The Guarantee. It is acknowledged that The Parent hereby guarantees to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Administrative Agent and the Member Guarantors are a part. For such valuable consideration, the receipt Canadian Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes Loans (includingincluding the C$ Loans) made by the Lenders to, without limitationand the Note(s) and the C$ Note(s) held by each Lender of, any interest on any overdue principalthe Company, Make-Whole Amount or Modified Make-Whole Amountthe Canadian Borrower, if anythe Swiss Borrower, andeach Other Subsidiary Borrower and each Additional Borrower, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by the Company any Borrower under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes)of the Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance all Cash Management Obligations owing by the Company of all covenants, agreements Obligors to the Lenders and conditions on its part to be performed and observed under the Note and Guarantee Agreementtheir affiliates, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor The Parent hereby further agrees that if the Company any Borrower (or any Subsidiary Guarantor) shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Parent will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale The Guarantor hereby unconditionally guarantees to each Holder of the Notes to repay existing Indebtedness authenticated and for other general corporate purposes delivered by the Trustee and to the benefit Trustee and its successors and assigns, irrespective of the FOXTELNXEA Consolidated Groupvalidity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of which the Company hereunder or thereunder, that: (i) the principal of and the Member Guarantors are a part. For such valuable considerationpremium, the receipt if any, and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guaranteesinterest, on a joint and several basisthe Notes shall be promptly paid in full when due, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by acceleration, by optional prepayment redemption or otherwise) of , and interest on the overdue principal of and Make-Whole Amount or Modified Make-Whole Amountinterest on premium, if any, and interest interest, on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, andif lawful, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by obligations of the Company under to the Note and Guarantee Agreement and under Holders of the Notes (includingor the Trustee hereunder or thereunder shall be promptly paid in full or performed, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof hereof and thereof; and (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default ii) in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed ObligationsNotes or any of such other obligations, that the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) performed in accordance with the terms of such the extension or renewal renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or 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, any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or any change in the ownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event f insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantor's guarantee under this Section shall not be discharged except by complete performance of the obligations of the Company and the Guarantor contained in the Notes, this Supplemental Indenture and the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor any amount paid by any thereof to the Trustee or such Holder, the Guarantor's guarantee under this Section, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of the Notes in respect of any obligations guaranteed hereby until payment in full in cash of all obligations with respect to the Notes guaranteed hereby. The Guarantor further agrees that, as between itself as guarantor, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of the Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations with respect to the Notes guaranteed hereby and (y) pay to in the event of any Holder declaration of acceleration of such amountsobligations as provided in Article VI of the Indenture, to such obligations (whether or not due and payable) shall forthwith become due and payable by the extent lawful, as shall be sufficient Guarantor for the purposes of its guarantee hereunder. The Guarantor also agrees to pay the reasonable any and all costs and expenses of collection (including reasonable attorney's fees and expenses) incurred by the Trustee or of otherwise any Holder in enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteSection.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledgedeach Lender, each Member Guarantor hereby unconditionally, absolutely Issuing Lender and irrevocably guarantees, on a joint each Administrative Agent and several basis, to each holder of a Note (each, a “Holder”) (a) their respective successors and assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) each Borrower and all other amounts from time to time owing to the Lenders, the Issuing Lenders or the Administrative Agents by the Company each Borrower under the Note and Guarantee this Agreement and by any Borrower under any of the Notes (includingother Loan Documents, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance all amounts owing by the Company each Borrower to any Lender or any affiliate of all covenants, agreements and conditions on its part any Lender under any Hedging Agreement to be performed and observed under the Note and Guarantee Agreementwhich such Lender or affiliate is a party, in each case strictly in accordance with the terms hereof and thereof (such payments and other obligations being herein collectively called the “"Guaranteed Obligations”"). Each Member Guarantor The Guarantors hereby further agrees jointly and severally agree that if the Company any Borrower shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and other interests in this Agreement and, therefore, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (yor its affiliate) pay to any Holder is no longer a "Lender" party hereto, provided that such amounts, Person shall not be entitled to the extent lawfulbenefits of this paragraph unless, as at the time it ceased to be a Lender hereunder, it shall be sufficient to pay have notified the reasonable costs and expenses applicable Administrative Agent of collection or of otherwise enforcing any the existence of such Holder’s rights under the Note and Guarantee Hedging Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are FMPO hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely unconditionally and irrevocably guarantees, on guarantees as a joint primary obligor and several basis, to each holder of not merely as a Note (each, a “Holder”) (a) surety the prompt due and punctual payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, and performance when and as due (whether at stated maturity, by accelerationnotice of prepayment, by optional prepayment upon acceleration or otherwise) of the principal Obligations. FMPO agrees that it shall pay on demand any of the Obligations for which it is liable pursuant to this Guarantee which has remained unpaid by the relevant Borrower for five Business Days after such amount is due or demanded from the relevant Borrower; provided that if an event referred to in Section 7.01(h) or (i) of the Consolidated Credit Agreement has occurred with respect to a Borrower, such amounts shall be payable on demand by FMPO without the necessity of any demand on such Borrower. The obligations of FMPO under this Guarantee shall be a guarantee of payment and Make-Whole Amount not of collection. Upon payment by FMPO of any sums to a Lender or Modified Make-Whole Amountan Agent as provided above in this Guarantee, if anyFMPO shall be subrogated to the rights of such Lender or Agent, as applicable, against such Borrower with respect to such payment; provided, that all rights of FMPO against a Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respect be subordinated and interest junior in right of payment to the prior payment in full of all the Obligations to the Lenders and the Agents and shall not be exercised by FMPO prior to payment in full of all Obligations and termination of the Commitments. If any amount shall be paid to FMPO on account of any amount paid by FMPO pursuant to this Guarantee or otherwise at any time when all the Notes Obligations shall not be paid in full, such amount shall be held in trust by FMPO for the benefit of Agents and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied to the Obligations, whether matured or unmatured. At such time as all Obligations owing to each Lender have been paid in full and its Commitment terminated, each Lender shall, in a reasonable manner, assign (includingsubject to the continued effectiveness and the reinstatement provided for above) the amount of the Obligations owed to it and paid by FMPO pursuant to this Guarantee to FMPO, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, such assignment to be pro tanto to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of Obligations in question were discharged by FMPO, or make such other disposition thereof as FMPO shall reasonably direct (all without any Note shall also survive the payment of representation or warranty by, or any recourse to, such NoteLender).

The Guarantee. It is acknowledged that The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender, the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company LC Bank and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable lawBorrowers, on any overdue interest and on amounts described in Section 13 of the Note reimbursement obligations (and Guarantee Agreementinterest thereon) and cover in respect of Letters of Credit, fees provided for hereunder and all other amounts from time to time Credit Agreement owing to the Lenders, the LC Bank or the Administrative Agent by the Company Borrowers under the Note and Guarantee this Agreement and by any Obligor under any of the Notes (including, without limitation, costs, expenses and taxes)other Credit Documents, and all obligations of the Borrowers or any of their Subsidiaries to any Lender (bor any affiliate of any Lender) the prompt performance and observance by the Company in respect of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee any Hedge Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “"Guaranteed Obligations”"). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company Borrowers shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Holder Person arising under an agreement entered into at a time such amountsPerson (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the extent lawful, as shall time a claim is to be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any made in respect of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteGuaranteed Obligations.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantors hereby jointly and severally, as a primary obligor and not merely as a surety, guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledgedeach Lender, each Member Guarantor hereby unconditionallyIssuing Lender, absolutely and irrevocably guarantees, on a joint and several basis, to each other holder of a Note (each, a “Holder”) (a) Guaranteed Obligation and the Administrative Agent and their respective successors and assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted Borrower, (b) each payment required to be made by applicable lawthe Borrower in respect of any Letter of Credit, on any overdue including payments in respect of reimbursement of LC Disbursements, interest thereon and on amounts described in Section 13 of the Note obligations to provide cash collateral, and Guarantee Agreement(c) all fees, indemnification payments and all other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders, the Issuing Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee this Agreement and by any Obligor under any of the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreementother Loan Documents, in each case strictly in accordance with the terms thereof and including all interest, fees and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceedings with respect to the Borrower, whether or not such interest, fees or expenses are allowed as a claim in such proceeding (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that The Sponsor hereby guarantees to each Sponsor ------------- Construction Lender, each Issuing Bank with respect to Sponsor Construction Letters of Credit, the Company shall use Administrative Agent, the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company Collateral Agent and the Member Guarantors are a part. For such valuable consideration, the receipt Depositary Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case full when due by each Subject Affiliate Partner of the Series G Notes, when due (whether at stated maturity, Equity Funding Payment payable by acceleration, by optional prepayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, such Subject Affiliate Partner to the extent permitted by applicable law, Depositary Agent on any overdue interest and on amounts described in Section 13 behalf of the Note and Guarantee Agreement) and all other amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements terms and conditions on its part to be performed of the relevant Subject Equity Funding Agreement as and observed under when the Note same shall become due and Guarantee Agreement, in each case strictly payable in accordance with the terms thereof and conditions of such Equity Funding Agreement (such payments and other obligations being herein collectively called the “"Guaranteed Obligations”"), subject to the ---------------------- last sentence of this paragraph. Each Member Guarantor The Sponsor hereby further agrees that if either Subject Affiliate Partner shall fail to pay in full when due any Guaranteed Obligation, (i) the Company shall default Sponsor will promptly pay the same within five Business Days following the Sponsor's receipt of written notice of demand for payment therefor from the Administrative Agent or the Depositary Agent, furnished in accordance with the payment or performance of any terms of the Guaranteed Obligations, each Member Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoeverDepositary Agreement, and that (ii) in the case of any extension of time of payment or renewal of any of the Guaranteed ObligationsObligation, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay within five Business Days following the Sponsor's receipt of written notice of demand for payment therefor from the Administrative Agent or the Depositary Agent, furnished in accordance with the terms of the Depositary Agreement, in each case subject to the last sentence of this paragraph. Anything in the foregoing to the contrary notwithstanding, in no event shall the obligation of the Sponsor under this Section 2 with respect to any Holder such amounts, Guaranteed Obligation arising in respect of any Equity Funding Payment exceed an amount equal to the extent lawful, as shall be sufficient to pay product of (a) the reasonable costs and expenses of collection or of otherwise enforcing any Applicable Equity Percentage times (b) the amount of such Holder’s rights under the Note Equity Funding Payment (together with accrued ----- interest and Guarantee Agreement, including, without limitation, reasonable counsel feesfees thereon). All obligations of the Member Guarantors under Any such payments pursuant to this Section 2.01 shall survive be made to the Depositary Agent in immediately available funds in accordance with Payment Instructions for account number C23922B (the Equity Sub-Account) at The Chase Manhattan Bank, 450 West 33rd EQUITY SUPPORT GUARANTEE ------------------------ Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, pending transfer of any Note, and any obligations of in accordance with the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteDepositary Agreement.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledgedeach Lender, each Member Guarantor hereby unconditionallyIssuing Lender and each Agent, absolutely and irrevocably guaranteestheir respective successors and assigns, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Loans made by the Lenders to the extent permitted by applicable lawBorrower, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) all LC Disbursements and all other amounts from time to time owing to the Lenders or either Agent by the Company Borrower under the Note and Guarantee Credit Agreement and under the Notes (including, without limitation, costs, expenses and taxes)or any other Loan Document, and all obligations of the Borrower to any Lender (bor any affiliate thereof) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee any Hedging Agreement, in each case strictly in accordance with the terms thereof (such payments principal, interest, other amounts and other obligations being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor The Guarantors hereby further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (yor an affiliate thereof) pay to any Holder such amounts, is a “Lender” party to the extent lawfulCredit Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, as notwithstanding that such Person (or its affiliate) may have assigned all of its Loans, LC Disbursements and other interests in the Credit Agreement and, therefore, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to the Credit Agreement, provided that no Hedging Agreement shall be sufficient entitled to pay the reasonable costs and expenses benefits of collection or this Article II unless the same has been designated as a “Hedging Agreement” for purposes of otherwise enforcing any of such Holder’s rights under this Agreement in a written notice delivered from the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of Borrower to the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteAdministrative Agent.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether Whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) , including amounts that would become due but for the operation of the principal of automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, severally guarantee to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 each of the Note First Lien Secured Parties and Guarantee Agreement) their respective successors and assigns the prompt and complete payment when due and performance by the Borrower and each other Guarantor of the First Lien Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Term B-1 Lenders or the Administrative Agent by the Company Borrower under the Note and Guarantee Credit Agreement and by any Loan Party under any of the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee AgreementLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such payments and other interest, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). Each Member Guarantor hereby The Subsidiary Guarantors further agrees jointly and severally agree that if the Company Borrower shall default fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the payment or performance operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, each Member including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale The Guarantor hereby guarantees to each of the Notes to repay existing Indebtedness Guaranteed Creditors and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company their respective successors and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, Advances made by the Lenders to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Note and Guarantee Agreement) Company and all fees, indemnification payments, premium and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders, the Administrative Agent or any other Secured Parties by the Company Company, the Guarantor or any other Parent Entity under the Note and Guarantee Credit Agreement and or under any of the Notes (includingCredit Documents, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Note and Guarantee Agreement, in each case strictly in accordance with the terms thereof and including all such interest, fees, premium and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Company, whether or not such interest, fees, premium or expenses are enforceable or allowed as a claim in such proceeding and (b) any and all losses, claims, damages, liabilities, costs, fees and expenses of any kind incurred by or asserted against the Company arising out of, in connection with or as a result of the Dauphin Funding Merger, or as a result of or in connection with any obligation or liability of Dauphin Funding LLC or arising as a result of any action or omission of Dauphin Funding LLC (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”). Each Member The Guarantor hereby further agrees that if the Company shall default fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the payment or performance operation of the automatic stay under the Bankruptcy Code) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, each Member including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Company, the Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Noterenewal.

The Guarantee. It is acknowledged that the Company shall use the proceeds from the sale of the Notes The Subsidiary Guarantors hereby jointly and severally guarantee to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company each Lender and the Member Guarantors are a part. For such valuable consideration, the receipt Administrative Agent and sufficiency of which are hereby acknowledged, each Member Guarantor hereby unconditionally, absolutely their respective successors and irrevocably guarantees, on a joint and several basis, to each holder of a Note (each, a “Holder”) (a) assigns the prompt payment in full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, full when due (whether at stated maturity, by acceleration, by optional prepayment acceleration or otherwise) of (a) the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (includingLoans made by the Lenders to, without limitationand the Note(s) held by each Lender of, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 each of the Note Parent and Guarantee Agreement) the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by each of the Parent and the Company under the Note and Guarantee Agreement and under the Notes Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of each of the Parent and the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses and taxes), of the Administrative Agent or any Lender in enforcing its rights hereunder) and (b) the prompt performance all Hedging Obligations and observance all Cash Management Obligations owing by the Company of all covenants, agreements Obligors to the Lenders and conditions on its part to be performed and observed under the Note and Guarantee Agreementtheir affiliates, in each case strictly in accordance with the terms thereof (such payments obligations described in the foregoing clauses (a) and other obligations (b) being herein collectively called the “Guaranteed Obligations”). Each Member Guarantor The Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Parent or the Company shall default fail to pay in the payment full when due (whether at stated maturity, by acceleration or performance of otherwise) any of the Guaranteed Obligations, each Member Guarantor the Subsidiary Guarantors will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration, by optional prepayment acceleration or otherwise) in accordance with the terms of such extension or renewal renewal. Obligations Unconditional The obligations of the Subsidiary Guarantors under Section 2.1 hereof are absolute and (y) pay unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Credit Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any Holder such amountssubstitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent lawfulpermitted by applicable law, as shall be sufficient to pay irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the reasonable costs and expenses intent of collection or of otherwise enforcing any of such Holder’s rights under this Section 2.2 that the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under this Section 2.01 shall survive any and all circumstances. Without limiting the transfer generality of the foregoing, it is agreed that the occurrence of any Noteone or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived 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; or any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any obligations requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Parent or the Company under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such NoteGuaranteed Obligations.