Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantors shall be Subsidiary Guarantors under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), hereby unconditionally and irrevocably guarantees, guarantee to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the The New Guarantors hereby agrees agree that (to the fullest extent permitted by applicable law) its their obligations hereunder and under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor The New Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (and covenant that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The New Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed under the Indenture until payment in full of all obligations guaranteed under the Indenture. The New Guarantors further agree that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby under the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyunder the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantors agree that the Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 Eleven and to the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest interest, if any, on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company and all other obligations of the other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. A Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Note Guarantee. Each This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article to the contrary, the provisions of this Article 10 shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, the Notes and any Additional Notes issued in accordance with Section 2.14. (b) For value received, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, absolutely Guarantees to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under this Indenture and the Notes by the Company, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at maturitythe stated maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (according to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalNotes and this Indenture, whether at maturitysubject to the limitations set forth in Section 10.03. (c) The Guarantee hereunder is intended to be a general, upon redemptionunsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all unsecured debt of such Guarantor that is not, by acceleration or otherwise. Failing its terms, expressly subordinated in right of payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelyGuarantee. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder are guarantees of payment and not of collection and shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorthe Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.07, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor hereby waives to enforce the Guarantee without first proceeding against the Company or any other Guarantor. (d) The obligations of each of the Guarantors under this Article shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Notes or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, or other statute or from the decision of any court, (C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the fullest extent permitted assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by applicable lawthe Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Notes, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (in B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that the Guarantee will not be discharged except as required by this Indenture)complete performance of the Guarantee. Each Guarantee is a guarantee of the Guarantors further agrees that if at any time all or any part of any payment and not of collection. Each Guarantor hereby agrees (theretofore applied by any Person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture, provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided Guarantee shall have been paid in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction full or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject to the provisions of this Article 10 10, from and after the Issue Date, and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any)Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company Issuers to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise.

Unconditional Guarantee. Subject Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to the provisions of this Article 10 Section 4.16, hereby unconditionally guarantees, on a senior basis and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, upon redemption, purchase pursuant to Article III or otherwise, and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, upon redemption, by acceleration purchase pursuant to Article III or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Failing payment when due of any amount so guaranteed for whatever reasonEach Guarantor, each Guarantor shall be obligated to payif any, upon written demand by the Trusteeexecution and delivery of a Guarantee pursuant to Section 4.16, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release thereof (other than a waiver of any other Guarantorall or part of the provisions of this Article X), the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture)Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor, if any, upon the execution and delivery of a Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby pursuant to Section 4.16, further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the “Guarantee”) to each Holder of an outstanding a Note (including any Additional Notes upon issuance in accordance with Section 2.18) authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture Section 7.07 hereof) and all other obligations shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Guarantee. Each This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the Guaranteesnet assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Indenture and the Notes and that: (a)(x1) the due and punctual payment principal of the principal of, (and premium, if any, on) and interest on the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. ; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 10.04 hereof. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) its obligations hereunder shall , be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , 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 (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, the Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), Braskem hereby unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors: (a)(x) on behalf of such Holder, the due full and punctual payment of the principal of, of (and premium, if any, on) and interest on the Notes such Security when and as the same shall become due and payable, whether at maturityStated Maturity, upon redemptiondeclaration of acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of such Security and of this Indenture and all amounts payable by the Notes Company under the Indenture (collectively, the “Guarantee ObligationsGuarantee”); and (b) in . In case of the failure of the Company punctually to make any extension of time of such payment, Braskem hereby agrees to pay or cause such payment or renewal of any Notes, to be made punctually when and as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityStated Maturity, upon redemption, by declaration of acceleration or redemption or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors hereby Braskem agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any exchange, or any release or amendment or waiver of any term of the Guarantee of all or any of the Securities, or any consent to departure from any requirement of the Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under any applicable Bankruptcy Law, the disallowance, under any applicable Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities (including any interest or Additional Amounts), any waiver or consent by any the Holder of any Security or by the Notes Trustee with respect to any provisions hereof thereof or thereof, any release of any other Guarantorthis Indenture or with respect to the provisions of this Article XII as they apply to Braskem, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a GuarantorBraskem. Each Guarantor Braskem hereby waives (to the fullest extent permitted by applicable law) the benefit benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, 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, protest or notice with respect to any Security or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that the Guarantee shall not be discharged in respect of any Security except by complete performance of the obligations contained in that Security and in the Guarantee. Braskem hereby agrees that, in the event of a Default in payment of principal (or premium, if any) or interest on any Security, whether at Stated Maturity, upon declaration of acceleration, redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of that Security, subject to the terms and conditions set forth in each case except as required by this Indenture), directly against Braskem to enforce the Guarantee without first proceeding against the Company. Each Braskem agrees 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 Stated Maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, to pay to the Trustee for the account of the Holders, upon demand thereof, 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. Braskem hereby waives any benefits to which it is entitled under Articles 333, 827, 828, 834, 835, 838 and 839 of the Brazilian Civil Code, and Article 595 of the Brazilian Code of Civil Procedure. The Guarantee is shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a guarantee receiver or trustee be appointed for all or any significant part of payment the Company’s assets, and not of collection. Each Guarantor hereby agrees (shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law) that, as between itrescinded or reduced in amount, or must otherwise be restored or returned by an obligee on the one handSecurities whether as a “voidable preference,” “fraudulent transfer,” or otherwise, and all as though such payment or performance has not been made. In the Holders of Notes and the Trusteeevent that any payment, on the other handor any part thereof, (a) subject to this Article 10is rescinded, reduced, restored or returned, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the GuaranteesSecurities shall, notwithstanding (to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, restored or returned. Rights of Holders to payment in full under the Securities pursuant to the Guarantee shall be equal in right of payment with all other existing and future senior unsecured obligations of Braskem, subject to certain statutory preferences under applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) senior in the event right of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (payment to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesBraskem’s subordinated debt.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) , its obligations hereunder under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor hereby waives (to To the fullest extent permitted by applicable law) , the benefit of New Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (and covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed under the Indenture until payment in full of all Obligations guaranteed by applicable law) the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantor agrees that the Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article 10 XII shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, each the Securities of any Series designated, pursuant to Section 2.2.24, as entitled to the benefits of a Guarantee identified in such designation and that has executed a Notation of Guarantee with respect to such Series. (b) For value received, the Guarantor hereby, hereby jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guaranteesabsolutely guarantees (for purpose of any Series of Securities to which this Article XII applies, the “Guarantee”) to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) on behalf of the Holders the due and punctual payment of the principal of, and premium, if any, of and interest on each Series of Securities for which the Notes Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as the same such principal and interest shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Securities and punctual payment of interest on this Indenture, subject to the overdue principal at the rate per annum limitations set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium12.3, if any, and interest on the Notes and applicable. (zc) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to a Guarantee, for whatever reason, each the Guarantor shall will be obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to a Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce such Guarantee without first proceeding against the Company. (d) The Guarantor hereby (i) waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing a Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case except as required holder of any agreement, instrument or document evidencing a Guarantee without notice to it. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by this Indenture). Each any person to any Guarantee is a guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of payment and not of collection. Each Guarantor hereby agrees (the Company, such Guarantee shall, to the fullest extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as between itthe case may be, on as though such application had not been made. (e) The Guarantor shall be subrogated to all rights of the one hand, Holders and the Holders of Notes and Trustee against the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by the obligations guaranteed herebyGuarantor pursuant to the provisions of this Indenture; provided, and (b) in however, that the event of Guarantor shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article 6 hereofpayments arising out of, or based upon, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose right of subrogation until all of the GuaranteesSecurities entitled to a Guarantee and such Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article 7 to the contrary, the provisions of this Article 10 and 7 shall be applicable only if the Issuer is required to the fullest extent permitted by applicable lawcause one of its Subsidiaries to deliver a supplemental indenture pursuant to Section 5.11. (b) For value received, each Guarantor herebyshall, jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, absolutely guarantee to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, of and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Issuer, when and as the same such principal and interest shall become due and payable, whether at maturityon the Maturity Date or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Notes and punctual payment of interest on the overdue principal at Indenture, subject to the rate per annum limitations set forth in the last paragraph of Section 4.01 and 8.02. (to the fullest extent permitted by applicable lawc) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations Obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the Guarantee (including the Guarantee of any other Guarantor) or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorany of the Guarantors. Each Guarantor hereby waives (agrees that, in the event of a default in payment of the principal of or interest on the Notes entitled to the fullest extent permitted Guarantee of such Guarantor, whether on the Maturity Date or by applicable lawdeclaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 of the Base Indenture, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other Guarantor. (d) the benefit of Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyIssuer or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its Obligations hereunder shall extend to each case except as required by this Indenture). Each holder of any agreement, instrument or document evidencing the Guarantee is a guarantee of payment and not of collectionwithout notice to it. Each Guarantor hereby further agrees (that, if at any time all or any part of any payment theretofore applied by any person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Issuer or any of the Guarantors, the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each Guarantor shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Issuer in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of the Indenture and the Guarantee; provided, and (b) in however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the event of any acceleration Notes entitled to the Guarantee of such obligations as provided Guarantor and the Guarantee shall have been paid in Article 6 hereof, such obligations (whether full or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject to the provisions of this Article 10 Sixteen, in recognition of the benefits that the issuance of the Securities will confer upon the Company and to the fullest extent permitted by applicable lawGuarantors and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor herebyhereby absolutely, jointly and severally with all other Guarantors (if any)fully, unconditionally and irrevocably guarantees, jointly and severally, to each Holder of an outstanding Note authenticated any Securities and delivered by the Trustee to each Holder of any Coupons appertaining thereto and to the Trustee on behalf of each such Holder prompt payment when due, whether at Stated Maturity, by declaration of acceleration, upon redemption at the option of the Company, upon repurchase or repayment at the option of the Holder or otherwise, and its successors: (a)(x) the due and punctual payment at all times thereafter, of the principal of, of and premium, if any, and interest, if any, on, and all Additional Amounts and other amounts, if any, payable with respect to, the Securities (whether Outstanding on the date of this Indenture or issued on or after such date) and any Coupons appertaining thereto (including, without limitation, to the maximum extent permitted by law, interest on any overdue principal, premium, if any, interest, if any, or Additional Amounts or other amounts, if any, in respect of the Notes Securities) and the due and punctual payment of any sinking fund or analogous payments provided for pursuant to the terms of any of the Securities or this Indenture, and of any and all other existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Company to the Holders of the Securities or any Coupons appertaining thereto arising under this Indenture or the Securities or such Coupons (collectively, the "Guaranteed Obligations"), all in accordance with the respective terms of the Securities and any Coupons appertaining thereto and this Indenture. Without limitation to the provisions of the immediately preceding sentence, if the Company shall have agreed pursuant to a registration rights agreement or other similar instrument or agreement to pay additional interest or liquidated damages or to make similar payments with respect to the Securities of any series or any Coupons appertaining thereto under the circumstances specified therein, then, unless otherwise expressly provided with respect to the Securities of such series pursuant to Section 301, each Guarantor's Guarantee of the Securities of such series and any Coupons appertaining thereto shall also be deemed to guarantee the due and punctual payment of such additional interest, liquidated damages or other similar payments, as the case may be, on the same terms and subject to the same conditions as its Guarantee of the other Guaranteed Obligations, and, in such case, the term "Guaranteed Obligations" shall be deemed to include such additional interest, liquidated damages or other similar payments. The Guarantors hereby agree, jointly and severally, to cause payment of all Guaranteed Obligations to be made punctually when and as the same shall become due and payable, whether at maturityStated Maturity, by declaration of acceleration, upon redemptionredemption at the option of the Company, by acceleration upon repurchase or repayment at the option of the Holder or otherwise. Each Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional and that, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, its Guarantees shall not be affected by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Guaranteed Obligations or this Indenture, the absence of any action to enforce the sameSecurities or Coupons appertaining thereto, any waiver this Indenture or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of instrument or agreement evidencing any judgment against the Company, any action to enforce the sameGuaranteed Obligations, or any question as to the authenticity of any of the Securities or any Coupons appertaining thereto, this Indenture or any other such instrument or agreement, or by the existence, validity, enforceability, perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a legal or equitable discharge of or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided Guarantor under its Guarantee, other than payment in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable full by the Guarantors for the purpose of the GuaranteesCompany or any other Person.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable lawherein as a “Guarantee”), each Guarantor hereby, on a senior unsecured basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Securities or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofSecurities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, of the Securities and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesSecurities or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 1503. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofFive, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and to the fullest extent permitted by applicable lawbe referred herein as a “Guarantee”), each Guarantor hereby, on a senior unsecured basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 13.3. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, hand (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 V for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofV, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose purposes of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to Each Subsidiary Guarantor, if any, hereby unconditionally guarantees in accordance with the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesSection 4.11, to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofSecurities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from the Company Securities to the Holders or the Trustee under this Indenture will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesSecurities, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.03. Each of the Guarantors Subsidiary Guarantor, if any, hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same, same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Subsidiary Guarantor, if any, hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in its Subsidiary Guarantee. If any Securityholder or the Trustee is required by this Indenture)any court or otherwise to return to the Issuers, any Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any such Subsidiary Guarantor, any amount paid by the Issuers or any such Subsidiary Guarantor to the Trustee or such Securityholder, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between itit and all other Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guarantees, a Subsidiary Guarantee notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawFourteen, each Guarantor hereby, jointly and severally with all other of the Initial Guarantors (if any)hereby fully, unconditionally and irrevocably guarantees, and each Subsidiary required to execute a supplemental indenture as a Subsequent Guarantor pursuant to Section 1008 will be deemed to fully, unconditionally and irrevocably guarantee, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) on behalf of the Holders, the due and punctual payment of the principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, each Security, the due and punctual payment of interest on the Notes overdue principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms of such Securities and this Indenture, when and as the same shall become due and payable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. In case of the failure of the Issuer punctually to pay any such principal, (y) premium, interest, Additional Amounts or other payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyIssuer. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) 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 the validity, regularity or enforceability of the Notes any Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted with respect thereto by any the Holder of such Security or the Notes with respect to any provisions hereof or thereof, any release of any other GuarantorTrustee, the recovery of any judgment against the Company, Issuer or any action to enforce the same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protestthe benefit of discussion, protest or notice with respect to any such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that no Guarantee will be discharged as to any such Security except by payment in full of all amounts due in respect of such Security and by the complete performance of all other obligations contained in such Security and this Indenture. The maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of this Article Fourteen. In the event of any declaration of acceleration of such obligations as provided in Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Article Fourteen. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on the Securities under each Guarantee provided for in each case except as this Article Fourteen. If the Trustee or the Holder of any Security is required by this Indenture). Each Guarantee is any court or otherwise to return to the Issuer or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid to the Trustee or such Holder in respect of a guarantee of payment Security, any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby agrees (further agrees, to the fullest extent permitted by applicable law) that it may lawfully do so, that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of the Guaranteeseach Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition issued or imposed under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. A Guarantor shall be subrogated to all rights of the Holder of any Security against the Issuer in respect of any amounts paid to the Trustee or such Holder by such Guarantor pursuant to the provisions of its Guarantee; provided, however, that no Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and (b) premium, if any, and interest on, and any Additional Amounts and other amounts payable with respect to, all Securities shall have been paid in full and all other obligations contained in the event Securities and this Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Securities shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture. Anything to the contrary in this Indenture notwithstanding, each Guarantee shall be, and hereby is, limited to the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Guarantee, as it relates to such Guarantor, voidable under any acceleration applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee set forth in this Section 1401 shall not be valid and obligatory for any purpose with respect to a Security until the certificate of authentication of such obligations as provided in Article 6 hereof, such obligations (whether Security shall have been signed by or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose on behalf of the GuaranteesTrustee. Each Guarantee is a guarantee of payment and not of collection.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally uncondi- tionally and irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the "Guarantee") to each Holder of an outstanding a Note (including any Additional Notes upon issuance in accordance with Section 2.18) authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture Section 7.07 hereof) and all other obligations shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Guarantee. Each This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the Guaranteesnet assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Subject to the provisions of this Article 10 Eleven and to the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior unsecured basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest interest, if any, on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company and all other obligations of the other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. A Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a notation concerning its Note Guarantee is made on any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Note Guarantee. Each This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, on a senior subordinated basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company Issuer and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever (and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and the Guarantee. Each The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawTen, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, on a senior basis to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, premium and premiumAdditional Amounts, if any, and interest on the Notes Securities when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes Securities and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company Issuer and all other obligations of the other Guarantors, including under the Guarantees and the Security Documents, in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesSecurities or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever (and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Securities, this Indenture)Indenture and the Guarantee. Each The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article 10Ten, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the GuaranteesGuarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each The New Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (and covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by applicable law) the Indenture until payment in full of all obligations guaranteed by the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantor agrees that the Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantors shall be Subsidiary Guarantors under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), hereby unconditionally and irrevocably guarantees, guarantee to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the The New Guarantors hereby agrees agree that (to the fullest extent permitted by applicable law) its their obligations hereunder and under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor The New Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (and covenant that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The New Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed under the Indenture until payment in full of all obligations guaranteed under the Indenture. The New Guarantors further agree that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.,

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article 10 XII shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. (b) For value received, each Guarantor hereby, hereby jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guarantees, absolutely guarantees (the “Guarantee”) to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Notes Securities of such Series by the Company, when and as the same such principal, premium, if any, interest, and such other amounts as shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Securities and punctual payment of interest on this Indenture, subject to the overdue principal at the rate per annum limitations set forth in the last paragraph of Section 4.01 and 12.3. (to the fullest extent permitted by applicable lawc) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorany of the Guarantors. Each Guarantor hereby waives (agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the fullest extent permitted Guarantee of such Guarantor, whether at the Stated Maturity or by applicable lawdeclaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. (d) the benefit of Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case except as required by this Indenture). Each holder of any agreement, instrument or document evidencing the Guarantee is a guarantee of payment and not of collectionwithout notice to it. Each Guarantor hereby further agrees (that if at any time all or any part of any payment theretofore applied by any person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each Guarantor shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture; provided, and (b) in however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the event of any acceleration Securities entitled to the Guarantee of such obligations as provided Guarantor and the Guarantee shall have been paid in Article 6 hereof, such obligations (whether full or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject The Additional Guarantor shall execute and deliver to the provisions of this Article 10 Trustee the following Guarantee, and to the fullest extent permitted by applicable law, each Guarantor hereby, shall be jointly and severally liable with all any other Guarantors Guarantor for their obligations under such Guarantee. (if any), unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(xi) the due and punctual payment of the principal of, and premium, if any, of and interest on the Notes when and as the same shall become due and payableNotes, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes Notes, to the extent lawful, and (z) the due and punctual payment performance of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms set forth in Article Six of this the Supplemental Indenture and the Notes (collectively, the “Guarantee Obligations”); and (bii) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, that the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due No past, present or future stockholder, officer, director, employee or incorporator, as such, of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each holder of a Note by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each holder of a Note by accepting a Note agrees that (to the fullest extent permitted by applicable law) its obligations hereunder any Guarantor named below shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes have no further liability with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action its Guarantee if such Guarantor otherwise ceases to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration liable in respect of its Guarantee in accordance with the obligations guaranteed hereby, and (b) in terms of the event Supplemental Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) authentication on the Securities upon which the Guarantee is noted shall (to the extent permitted by applicable law) forthwith become due and payable have been executed by the Guarantors for Trustee under the purpose Supplemental Indenture by the manual signature of the Guaranteesone of its authorized officers.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Amended Indenture and the Notes and that: (a)(x1) the due principal of (and punctual payment of premium (including the principal of, and premiumApplicable Premium), if any, on) and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Notes when overdue principal of and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. ; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 10.04 hereof. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) its obligations hereunder shall , be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Amended Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , 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 (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Amended Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 11 of the Indenture, the New Guarantor shall be a Subsidiary Guarantor under the terms of the Indenture and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all the other Guarantors (if any)Subsidiary Guarantors, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Issuers under the Indenture or the Notes, that: (a)(xa) the due and punctual payment of the principal of, premium, interest and premiumLiquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 of, premium, interest and (to the fullest extent permitted by applicable law) overdue premiumLiquidated Damages, if any, and interest on the Notes Notes, if any, if lawful, and (z) the due and punctual payment of all other amounts due from Obligations of the Company Issuers to the Holders or the Trustee under this the Indenture and the Notes shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this the Indenture and the Notes (collectively, the “Guarantee Obligations”)Notes; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the that same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The New Guarantor hereby agrees that (to the fullest extent permitted by applicable law) , its obligations hereunder under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor hereby waives (to To the fullest extent permitted by applicable law) , the benefit of New Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (and covenants that the Guarantees shall not be discharged except by complete performance of the obligations contained in each case except as the Notes and the Indenture. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent permitted theretofore discharged, shall be reinstated in full force and effect. The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed by applicable law) the Indenture until payment in full of all Obligations guaranteed by the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of the these Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof the Indenture, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The New Guarantor agrees that the Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

Unconditional Guarantee. Subject (1) Notwithstanding any provision of this Article Thirteen to the contrary, the provisions of this Article 10 Thirteen shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, each the Securities of any Series designated, pursuant to Section 2.02(15), as entitled to the benefits of a Guarantee identified in such designation and that has executed a Notation of Guarantee with respect to such Series. (2) For value received, the Guarantor hereby, hereby jointly and severally with all other Guarantors (if any)severally, fully, unconditionally and irrevocably guaranteesabsolutely guarantees (for purpose of any Series of Securities to which this Article Thirteen applies, the "Guarantee") to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) on behalf of the Holders the due and punctual payment of the principal of, and premium, if any, of and interest on each Series of Securities for which the Notes Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as the same such principal and interest and other amounts shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) according to the due terms of such Securities and punctual payment of interest on this Indenture, subject to the overdue principal at the rate per annum limitations set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium13.03, if any, and interest on the Notes and applicable. (z3) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to a Guarantee, for whatever reason, each the Guarantor shall will be obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to a Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.07, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce such Guarantee without first proceeding against the Company. (4) The Guarantor hereby (i) waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and (in ii) acknowledges that any agreement, instrument or document evidencing a Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case except as required holder of any agreement, instrument or document evidencing a Guarantee without notice to it. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by this Indenture). Each any person to any Guarantee is a guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of payment and not of collection. Each Guarantor hereby agrees (the Company, such Guarantee shall, to the fullest extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as between itthe case may be, on as though such application had not been made. (5) The Guarantor shall be subrogated to all rights of the one hand, Holders and the Holders of Notes and Trustee against the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by the obligations guaranteed herebyGuarantor pursuant to the provisions of this Indenture; provided, and (b) in however, that the event of Guarantor shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article 6 hereofpayments arising out of, or based upon, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose right of subrogation until all of the GuaranteesSecurities entitled to a Guarantee and such Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. Subject to (a) For value received, the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any)hereby fully, unconditionally and irrevocably guarantees, absolutely guarantees (the “Guarantee”) to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under this Indenture and the Notes by the Issuer, when and as the same such principal, premium, if any, and interest shall become due and payable, whether at maturitythe stated maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (according to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalNotes and this Indenture, whether at maturity, upon redemption, by acceleration or otherwise. subject to the limitations set forth in Section 12.3. (b) Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each the Guarantor shall will be obligated to pay, upon written demand by the Trustee, pay the same immediately. Each The Guarantee hereunder is intended to be a general, unsecured, senior obligation of the Guarantors Guarantor and will rank pari passu in right of payment with all Indebtedness of the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, the Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby waives agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 4.6, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Partnership. (c) The obligations of the Guarantor under this Article Twelve shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Issuer, the Guarantor contained in the Notes or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Issuer, the Guarantor, or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Issuer, the Guarantor, or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the fullest extent permitted assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Issuer or the Guarantor under this Indenture, (E) the extension of the time for payment by applicable lawthe Issuer, the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Issuer or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Issuer or the Guarantor set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Issuer or the Guarantor or any of their respective assets, or the disaffirmance of the Notes, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Issuer or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Notes, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (d) The Guarantor hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against Issuer or the Company, protest, notice Guarantor and all demands whatsoever whatsoever, (in B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that the Guarantee will not be discharged except as required by this Indenture)complete performance of the Guarantee. Each Guarantee is a guarantee The Guarantor further agrees that if at any time all or any part of any payment and not of collection. Each Guarantor hereby agrees (theretofore applied by any Person to the fullest Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor the Guarantee shall, to the extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Issuer in respect of any amounts paid by the Guarantor pursuant to the provisions of this Indenture, 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 all of the Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided Guarantee shall have been paid in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction full or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesdischarged.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each The Guarantor hereby, jointly and severally with all other Guarantors (if any), hereby unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding a Note authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors: (a)(x) on behalf of such Holder, the due full and punctual payment of the principal of, of and premiuminterest (including Additional Interest, if any) on, and interest on the Notes any Additional Amounts due with respect to, each such Note when and as the same shall become due and payable, whether at maturity, upon redemptionthe Stated Maturity, by acceleration acceleration, purchase or otherwise, (y) the due otherwise and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from liabilities of the Company to the Holders or and the Trustee under this Indenture or the NotesTrustee, all in accordance with the terms of such Note and of this Indenture and (the Notes (collectively“Guarantee”). In case of the failure of the Company punctually to make any such payment, the “Guarantee Obligations”); Guarantor hereby agrees to pay or cause such payment to be made punctually when and (b) in case of any extension of time of payment or renewal of any Notes, as the same shall become due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturitythe Stated Maturity, upon by acceleration, call for redemption, by acceleration purchase or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors hereby The Guarantor agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any exchange, or any release or amendment or waiver of any term of any guarantee of all or any of the Notes, or any consent to departure from any requirement of any guarantee of all or any of the Notes, the election by the Trustee or any of the Holders in any proceeding under any applicable Bankruptcy Law, the disallowance, under any applicable Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Notes (including, without limitation, any interest (including Additional Interest, if any), and any Additional Amounts due with respect thereto, any waiver or consent by any the Holder of such Note or by the Notes Trustee with respect to any provisions hereof thereof or thereof, any release of any other this Indenture or with respect to the provisions of this Article X as they apply to the Guarantor, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, 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, protest or notice with respect to such Note or the Indebtedness evidenced thereby and all demands whatsoever (whatsoever, and covenants that its guarantee shall not be discharged in each case respect of such Note except as required by this Indenture)complete performance of the obligations contained in such Note and in the Guarantee. Each Guarantee is a guarantee of payment and not of collection. Each The Guarantor hereby agrees that, in the event of a default in payment of principal or interest (including Additional Interest, if any), on and any Additional Amounts due with respect to, such Note, whether at their 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 the Guarantor to enforce its Guarantee without first proceeding against the Company. The Guarantor agrees 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 (including Additional Interest, if any) on, and any Additional Amounts due with respect to, the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, to pay to the Trustee for the account of the Holders, upon demand thereof, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes is, pursuant to applicable law) that, as between itrescinded or reduced in amount, or must otherwise be restored or returned by an obligee on the one handNotes whether as a “voidable preference”, and “fraudulent transfer”, or otherwise, all as though such payment or performance has not been made. In the Holders of Notes and the Trusteeevent that any payment, on the other handor any part thereof, (a) subject to this Article 10is rescinded, reduced, restored or returned, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the GuaranteesNotes shall, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction be reinstated and deemed reduced only by such amount paid and not so rescinded, restored or returned. Rights of Holders to payment in full under the Notes pursuant to the Guarantee shall be equal in right of payment with all other prohibition preventing such acceleration in respect existing and future unsecured obligations of the obligations guaranteed hereby, Guarantor and (b) senior in the event right of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (payment to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesGuarantor’s subordinated debt.

Unconditional Guarantee. Subject to the provisions of this Article 10 Eleven and to the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company and all other obligations of the other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. A Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Note Guarantee. Each This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject to Each Subsidiary Guarantor, if any, hereby unconditionally guarantees in accordance with the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesSection 4.18, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any Notes, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.03. Each of the Guarantors Subsidiary Guarantor, if any, hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Subsidiary Guarantor, if any, hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of 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, protest, notice and all demands whatsoever (and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in its Subsidiary Guarantee. If any Noteholder or the Trustee is required by this Indenture)any court or otherwise to return to the Company, any Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any such Subsidiary Guarantor, any amount paid by the Company or any such Subsidiary Guarantor to the Trustee or such Noteholder, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between itit and all other Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guarantees, a Subsidiary Guarantee notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable lawherein as a "Guarantee"), each Guarantor hereby, on a senior subordinated basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 1603. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Five for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofFive, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The obligations of each Guarantor to the GuaranteesHolders of the Guarantees and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article Fifteen hereof.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally severally, guarantees (each such guarantee being referred to herein as this “Subsidiary Guarantee,” with all other Guarantors (if any), unconditionally and irrevocably guarantees, such guarantees being referred to herein as the “Subsidiary Guarantees”) to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Indenture and the Notes and that: (a)(xa) the due and punctual payment principal of the principal of, (and premium, if any, on) and interest on the Notes will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and and (b) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 12.4 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) its obligations hereunder shall , be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , 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 (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, the Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 V hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder of an outstanding Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company’s obligations under the Indenture and the Notes and that: (a)(x1) the due principal of (and punctual payment of premium (including the principal of, and premiumApplicable Premium), if any, on) and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the Notes when overdue principal of and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumNotes, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise. ; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 10.04 hereof. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder shall, to the fullest extent permitted by applicable law) its obligations hereunder shall , be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waives, to the fullest extent permitted by applicable law) the benefit of , diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency Insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever (whatsoever, and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, the Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors severally, guarantees (if any), unconditionally and irrevocably guarantees, such guarantee to be referred to herein as the "GUARANTEE") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.05. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect as to such amount only. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally severally, guarantees (each such guarantee being referred to herein as this "Subsidiary Guarantee," with all other Guarantors (if any), unconditionally and irrevocably guarantees, such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of an outstanding Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors: successors and assigns, the full and prompt performance of the Company's obligations under this Indenture and the Securities and that: (a)(x1) the due and punctual payment principal of the principal of, (and premium, if any, on), interest and interest Liquidated Damages, if any, on the Notes Securities will be promptly paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at of and interest on the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumSecurities, if any, to the extent lawful, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes thereof; and (collectively, the “Guarantee Obligations”); and (b2) in case of any extension of time of payment or renewal of any NotesSecurities or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, Stated Maturity by acceleration or otherwise; subject however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 13.4 hereof. ------------ Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that (its obligations hereunder will, to the fullest extent permitted by applicable law) its obligations hereunder shall law be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (waves, to the fullest extent permitted by applicable law) the benefit of , diligence, presentment, demand of payment, filing of claims claim 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 its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Indenture)Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantee is a guarantee Subsidiary Guarantor agrees it will not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed, hereby until payment and not in full of collectionall obligations guaranteed hereby. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 7 hereof for the purposes of the Guaranteesthis Subsidiary Guarantee, --------- notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 7 hereof, --------- such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) will forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees to each Holder Purchaser of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders Purchasers hereunder or the Trustee under this Indenture thereunder will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 8.3. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureExchange Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Purchaser with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Exchange Agreement and in this Guarantee. If any Purchaser is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to such Purchaser, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect as to such amount only. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the TrusteePurchasers, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereof6, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawXVI, each Guarantor hereby, jointly and severally with all other of the Initial Guarantors (if any)hereby fully, unconditionally and irrevocably guarantees, and each Subsidiary required to execute a supplemental indenture as a Subsequent Guarantor pursuant to Section 10.12 will be deemed to fully, unconditionally and irrevocably guarantee, to each Holder of an outstanding Note authenticated and delivered by the Trustee and to the Trustee and its successors: (a)(x) on behalf of the Holders, the due and punctual payment of the principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, each Security, the due and punctual payment of interest on the Notes overdue principal of, and premium, if any, and interest on, and Additional Amounts and other amounts payable with respect to, the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms of such Securities and this Indenture, when and as the same shall become due and payable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. In case of the failure of the Company punctually to pay any such principal, (y) premium, interest, Additional Amounts or other payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalpayable, whether at maturityStated Maturity, by declaration of acceleration, upon redemption, by acceleration repurchase or repayment or otherwise. Failing , and as if such payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand were made by the Trustee, the same immediatelyCompany. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) 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 the validity, regularity or enforceability of the Notes any Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted with respect thereto by any the Holder of such Security or the Notes with respect to any provisions hereof or thereof, any release of any other GuarantorTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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, protestthe benefit of discussion, protest or notice with respect to any such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that no Guarantee will be discharged as to any such Security except by payment in full of all amounts due in respect of such Security and by the complete performance of all other obligations contained in such Security and this Indenture. The maturity of the obligations guaranteed hereby may be accelerated as provided in Article V for the purposes of this Article XVI. In the event of any declaration of acceleration of such obligations as provided in Article V, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Article XVI. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article V, the Trustee shall promptly make a demand for payment on the Securities under each Guarantee provided for in each case except as this Article XVI. If the Trustee or the Holder of any Security is required by this Indenture). Each Guarantee is any court or otherwise to return to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or any Guarantor, any amount paid to the Trustee or such Holder in respect of a guarantee of payment Security, any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby agrees (further agrees, to the fullest extent permitted by applicable law) that it may lawfully do so, that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of the Guaranteeseach Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition issued or imposed under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. A Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in respect of any amounts paid to the Trustee or such Holder by such Guarantor pursuant to the provisions of its Guarantee; provided, however, that no Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and (b) premium, if any, and interest on, and any Additional Amounts and other amounts payable with respect to, all Securities shall have been paid in full and all other obligations contained in the event Securities and this Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of the preceding sentence and all amounts payable in respect of the Securities shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture. Anything to the contrary in this Indenture notwithstanding, each Guarantee shall be, and hereby is, limited to the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Guarantee, as it relates to such Guarantor, voidable under any acceleration applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee set forth in this Section 16.1 shall be valid and obligatory for any purpose with respect to a Security until the certificate of authentication of such obligations as provided in Article 6 hereof, such obligations (whether Security shall have been signed by or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose on behalf of the GuaranteesTrustee.

Unconditional Guarantee. Subject Each Guarantor hereby fully and unconditionally guarantees (each such guarantee is referred to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor herebyherein as a “Guarantee”), jointly and severally with all other Guarantors (if any)severally, unconditionally as primary obligor and irrevocably guaranteesnot merely as surety, to each Holder of an outstanding Note authenticated and delivered by the Trustee Notes and to the Trustee Trustee, the prompt payment when due (whether by acceleration or otherwise) at the place and its successorsin the manner provided in the terms of the Notes and in the Indenture of: (a)(xi) the due and punctual payment of the principal of, and premium, if any, interest, if any, and interest additional amounts required by the Notes, if any, on each of the Notes when at the respective times provided in the terms of the Notes and as in the same shall become due and payableIndenture in respect of the Notes, whether at maturity, upon redemption, by acceleration or otherwiseotherwise and whether any such amounts are allowed or allowable in any bankruptcy or insolvency of the Company, (yii) the due and punctual payment of interest on the any overdue principal at the rate per annum set forth amounts specified in the last paragraph terms of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and in the Indenture in respect of the Notes, and (ziii) the due and punctual payment of all other amounts due from payable by the Company under the Indenture in respect of the Notes or under the Notes including, without limitation, amounts payable to the Holders Trustee or the Trustee Holders under this Section 6.6 and Article Five of the Base Indenture or in respect of the Notes, all in accordance with the terms of this Indenture hereof and the Notes terms of the Notes, subject, however, in the case of clauses (collectivelyi), the “Guarantee Obligations”); (ii) and (biii) above, to the limitations set forth in this Section 2.08. In case of any extension of time of payment or renewal of any NotesNotes or of any such other payment obligations, the each Guarantor hereby agrees to pay promptly such Notes in full when due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing This is a guarantee of payment when due and not of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelycollection. Each of the Guarantors hereby agrees that (to To the fullest extent permitted by applicable law) , each Guarantor hereby agrees that its obligations hereunder shall be absolutely unconditional, irrespective of the any lack of validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action failure to enforce the same, any waiver or consent to the Company with respect thereto by any Holder of or the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the sameTrustee, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor hereby waives (to To the fullest extent permitted by applicable law) the benefit of , each 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, the Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collection. Each Guarantor hereby agrees (effect to the fullest extent permitted by applicable law) . To the fullest extent permitted by applicable law, each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Five of the Base Indenture in respect of the Notes for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofFive of the Base Indenture in respect of the Notes, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 16 and to the fullest extent permitted by applicable law, each the Guarantor hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior basis to each Holder holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company to the holders of the Securities or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal ofof (including any Repurchase Price, and if applicable), premium, if any, and interest Interest on the Notes Securities when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest Interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest Interest, if any, on the Notes Securities and (z) the due and punctual payment and performance of all other amounts due from obligations of the Company to the Holders holders of the Securities or the Trustee hereunder or thereunder (including, without limitation, the payment and/or delivery of the cash, shares of II-VI Common Stock or combination thereof due upon conversion of the Securities and amounts due the Trustee under this Indenture or the NotesSection 6.06 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesSecurities or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment and/or delivery, as the case may be, by the Company when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the holders of the Securities under this Indenture or under the Securities, for whatever reason, each the Guarantor shall be obligated to paypay and/or deliver, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. Each of the Guarantors The Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each The Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Securities, this Indenture)Indenture and this Guarantee. Each This Guarantee is a guarantee of payment and not of collection. Each If any holder of Securities or the Trustee is required by any court or governmental authority to return to the Company or to the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor, any amount paid or delivered by the Company or the Guarantor hereby to the Trustee or such holder of Securities, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article 1016, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 5 for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 5 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior secured basis, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment and performance of all other obligations of the Issuers and all other obligations of the other Guarantors (including under the Note Guarantees and the Security Documents), in each case, to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (including amounts due from the Company to the Holders or the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuers to the Holders under this Indenture or under the Notes or the Security Documents, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. A Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuers. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever (and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Note Guarantee. Each This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or such Guarantor, any amount paid by the Issuers or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Note Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Note Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor of the Guarantors hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior subordinated basis to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of Casella or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xa) (x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes Securities when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes Securities of any series and (z) the due and punctual payment and performance of all other amounts due from obligations of Casella and all other obligations of the Company other Guarantors (including under the Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of Securities of any Notesseries or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of Casella to the Holders under this Indenture or under the Securities of any series, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Securities of any series shall constitute an event of default under the related Subsidiary Guarantees, and shall entitle the Holders of Securities of such series to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of Casella. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCasella, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCasella, any right to require a proceeding first against the CompanyCasella, protest, notice and all demands whatsoever (and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of each case except as required by series, this Indenture)Indenture and this Subsidiary Guarantee. Each This Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to Casella or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to Casella or such Guarantor, any amount paid by Casella or such Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article 10Eleven, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Subsidiary Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Subsidiary Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors severally, guarantees (if anysuch guarantee to be referred to herein as the "Guarantee"), unconditionally and irrevocably guaranteessubject to Article Twelve, to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Securities or the Obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofSecurities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, of the Securities and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesSecurities or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.05. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Securities, this Indenture and in this Guarantee. If any Securityholder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Securityholder, 106 -98- this Indenture)Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Seven for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSeven, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject Holdings hereby unconditionally guarantees (such guarantee to be referred to herein as the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, "Guarantee") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns on behalf of such Holder, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors Holdings hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which with might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Holdings hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Noteholder, the Trustee or any Paying Agent is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Company, Holdings, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or Holdings, any amount paid by the Company or Holdings to the Trustee or such Paying Agent or Noteholder, this Guarantee, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. Holdings further agrees that, as between itHoldings, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors Holdings for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Guarantor hereby, jointly and severally with all other Guarantors (if any)severally, fully and unconditionally and irrevocably guarantees, on a senior subordinated basis, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xi) (A) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (yB) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (zC) the due and punctual payment and performance (within applicable grace periods hereunder) of all other amounts due from obligations of the Company Issuers and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (bii) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuers to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. Each An Event of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity Default under this Indenture or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, or any other circumstance which might otherwise shall constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the an event of insolvency or bankruptcy of default under the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one handGuarantees, and shall entitle the Holders of Notes and to accelerate the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (Guarantors thereunder in the same manner and to the fullest same extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect as the obligations of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the GuaranteesIssuers.

Unconditional Guarantee. (a) Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawTen, each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guaranteesguarantee, on a senior basis, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Co-Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a)(xi) (A) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes when and as the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (yB) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (zC) the due and punctual payment and performance (within applicable grace periods hereunder) of all other amounts due from obligations of the Company Co-Issuers and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture or the NotesSection 7.07 hereof), all in accordance with the terms of this Indenture hereof and the Notes thereof (collectively, the “Guarantee Obligations”); and (bii) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Co-Issuers to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereby agrees that (thereunder in the same manner and to the fullest same extent permitted by applicable lawas the obligations of a Co-Issuer. (b) Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall hereby agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCo-Issuers, any action to enforce the same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall hereby waives (to the fullest extent permitted by applicable law) waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyany Co-Issuer, any right to require a proceeding first against the CompanyCo-Issuers, protest, notice and all demands whatsoever (and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in each case except as required by the Notes, this Indenture)Indenture and this Guarantee. Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (If any Holder or the Trustee is required by any court or otherwise to return to the fullest Co-Issuers or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Co-Issuers or such Guarantor, any amount paid by the Co-Issuers or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall further agree that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ai) subject to this Article 10Ten, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (bii) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject For value received, each of the Guarantors hereby fully and unconditionally guarantees to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment payment, discharge and full performance and not merely as a guaranty of collection, of the principal of, and premiumpremium (including the Make-Whole Amount and/or Redemption Fee, as applicable), if any, and interest on the Notes, all other Obligations and all other amounts due and payable under this Indenture and the Notes by the Company (collectively, the “Guaranteed Obligations”), when and as such principal, premium (including the same Make-Whole Amount and/or Redemption Fee, as applicable), if any, and interest, such other Obligations and any such other amounts shall become due and payable, whether at maturity, upon redemptionthe Stated Maturity, by automatic acceleration (including in connection with a Bankruptcy Event) or by declaration of acceleration, call for redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (according to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalNotes and this Indenture, whether at maturity, upon redemption, by acceleration or otherwisesubject to the limitations set forth in Section 1402. Failing payment or performance when due of any amount so guaranteed or obligation due pursuant to its Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each Guarantee hereunder is intended to be a general, secured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the Guarantee of any other Guarantor or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium (including the Make-Whole Amount and/or Redemption Fee, as applicable), if any, or interest on the Notes or any other Obligations, whether at the Stated Maturity, automatic acceleration (including in connection with a Bankruptcy Event) or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 506, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce its Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor hereby waives The obligations of each of the Guarantors under this Article shall be as aforesaid full and unconditional and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (1) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the other Guarantors contained in the Notes or this Indenture, (2) any impairment, modification, release or limitation of the liability of the Company, any of the other Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, or other statute or from the decision of any court, (3) the assertion or exercise by the Company, any of the other Guarantors or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (4) the fullest extent permitted assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Company or any of the other Guarantors under this Indenture, (5) the extension of the time for payment by applicable lawthe Company or any of the other Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Company or any of the other Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (6) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the other Guarantors set forth in this Indenture, (7) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of or other similar proceeding affecting, the Company or any of the other Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Guarantee or this Indenture in any such proceeding, (8) the release or discharge of the Company or any of the other Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (9) the unenforceability of the Notes, this Indenture or any Guaranteed Obligations or (10) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each of the Guarantors hereby (1) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (in 2) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (3) covenants that its Guarantee will not be discharged except as required by this Indenture)complete performance of the Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is a guarantee of payment and not of collection. Each Guarantor hereby agrees (or must be rescinded or returned, be deemed, to the fullest extent permitted by applicable law) that, as between it, on the one handto have continued in existence notwithstanding such application, and the Holders of Notes and the TrusteeGuarantee shall, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction continue to be effective or other prohibition preventing be reinstated, as the case may be, as though such acceleration application had not been made. Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture; provided, and (b) in the event of however, that such Guarantor, shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article 6 hereofpayments arising out of, or based upon, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose right of subrogation until all of the GuaranteesNotes, the Guarantees and all other Obligations shall have been Paid in Full or discharged.

Unconditional Guarantee. Subject Pursuant to the provisions of this Article 10 and to the fullest extent permitted Guarantee executed by applicable laweach Guarantor, if any, each Guarantor herebyhereby unconditionally guarantees, on a senior basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.3. Each of the Guarantors Guarantor, if any, hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor Guarantor, if any, hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guaran- tor to the Trustee or such Holder, this Indenture)Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby Guarantor, if any, further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable lawEleven, each Subsidiary Guarantor hereby, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a "Guarantee") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Subsidiary Guarantor hereunder or thereunder, that: (a)(xa) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when and as the same shall become due and payabledue, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under this Indenture Section 7.07) and all other obligations shall be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (b) in case of any extension of time of payment or renewal of any NotesNotes or any of such other obligations, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each of the Subsidiary Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees.Subsidiary

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law11, each Guarantor herebyhereby unconditionally, jointly and severally with severally, on a senior subordinated basis, guarantees (each such Guarantee being a "Subsidiary Guarantee" and all other Guarantors (if any), unconditionally and irrevocably guarantees, such Guarantees being the "Subsidiary Guarantees") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of the Notes or this Indenture, that: (a)(xi) the due principal of and punctual payment of the principal of, interest and premium, if any, and interest on the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due otherwise and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if anyof, and interest on on, to the extent lawful, the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notes, thereunder will be promptly paid in full or performed all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.05 hereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor subject to Section 11.05 hereof, the Guarantors shall be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each Guarantor agrees that this is a guarantee of the Guarantors payment and not a guarantee of collection. Each Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 Subsidiary Guarantees will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in the Subsidiary Guarantees. If any Holder of Notes or the Trustee is required by this Indenture). Each Guarantee is a guarantee any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder of payment Notes, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby agrees (that they shall not be entitled to any right of subrogation in relation to the fullest extent permitted by applicable law) Holders of the Notes in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Subsidiary Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Subsidiary Guarantees. The Guarantors shall have the right to contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. The Notes will not be guaranteed by any present or future Subsidiary that is not a Domestic Restricted Subsidiary or any Unrestricted Subsidiary.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to 11 the fullest extent permitted by applicable law, each Guarantor herebyGuarantors, jointly and severally with all other Guarantors (if any)severally, hereby unconditionally and irrevocably guarantees, guarantee to each Holder of an outstanding a Note authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors: (a)(x) Trustee, the due and punctual payment of the principal of, and premium, if any, of and interest on the Notes such Note, when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration declaration thereof or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of such Note and of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwiseIndenture. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the The Guarantors hereby agrees agree that (to the fullest extent permitted by applicable law) its their obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuer with respect to any provisions hereof thereto, by the holder of such Note or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the sameTrustee, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor The Guarantors hereby waives (to the fullest extent permitted by applicable law) the benefit of waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protestthe benefit of discussion, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (to the fullest extent permitted by applicable law) that, as between it, on the one handwhatsoever, and the Holders of Notes and the Trustee, on the other hand, (a) subject covenant that this Guarantee will not be discharged as to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided any such Note except by payment in Article 6 for the purposes full of the Guarantees, notwithstanding (principal of and interest thereon. The Guarantors shall be subrogated to all rights of the fullest extent permitted by applicable law) Holder of any stay, injunction or other prohibition preventing such acceleration Notes against the Issuer in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall (amounts paid to the extent permitted by applicable law) forthwith become due and payable Holder by the Guarantors pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all Notes shall have been paid in full. The Guarantees set forth in this Section 11.01 shall not be valid or become obligatory for any purpose with respect to a Note until the purpose certificate of authentication on such Note shall have been signed by or on behalf of the GuaranteesTrustee.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable lawherein as a "Guarantee"), each Guarantor hereby, on a senior subordinated basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.3. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The obligations of each Guarantor to the GuaranteesHolders of the Guarantees and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article X hereof.

Unconditional Guarantee. Subject Each Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable lawherein as a “Guarantee”), each Guarantor hereby, on a senior subordinated basis jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.3. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The obligations of each Guarantor to the GuaranteesHolders of the Guarantees and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article X hereof.

Unconditional Guarantee. Subject (a) Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article 10 XIV shall be applicable only to, and inure solely to the fullest extent permitted by applicable lawbenefit of, the Debt Securities of any series designated, pursuant to Section 2.03, as entitled to the benefits of the Guarantee of any of the Guarantors. (b) For value received, each Guarantor hereby, jointly and severally with all other of the Guarantors (if any)hereby fully, unconditionally and irrevocably guarantees, absolutely guarantees (the "Guarantee") to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes Debt Securities and all other amounts due and payable under this Indenture and the Debt Securities by the Company, when and as the same such principal, premium, if any, interest and other amounts shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (according to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalDebt Securities and this Indenture, whether at maturity, upon redemption, by acceleration or otherwise. subject to the limitations set forth in Section 14.03. (c) Failing payment when due of any amount so guaranteed pursuant to its Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. The Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Debt Securities, its Guarantee (including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Trustee or any Holder of the Notes Debt Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorany of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor hereby waives to enforce its Guarantee without first proceeding against the Company or any other Guarantor. (d) The obligations of each of the Guarantors under this Article XIV shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the fullest extent permitted assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by applicable lawthe Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, any other Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the other Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (in B) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that its Guarantee will not be discharged except as required by this Indenture)complete performance of the Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is a guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of payment and not the Company or any of collection. Each Guarantor hereby agrees (the other Guarantors, the Guarantee shall, to the fullest extent permitted by applicable law) thatthat such payment is or must be rescinded or returned, as between it, on the one handbe deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture, and (b) in the event of provided, however, that such Guarantor, shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article 6 hereofpayments arising out of, or based upon, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose right of subrogation until all of the GuaranteesDebt Securities and each Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors (if any)severally, unconditionally and irrevocably guarantees, guarantees (each such guarantee to be referred to herein as a “Guarantee”) on a senior basis to each Holder of an outstanding Note authenticated and delivered by the Trustee Notes and to the Trustee and its successorssuccessors and assigns, that: (a)(xi) the due principal of and punctual payment of interest (including additional interest and Special Interest as defined in the principal ofNotes), if any) on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Maturity, by acceleration, by redemption or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when any interest (including additional interest and Special Interest as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth defined in the last paragraph Notes) of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder, will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, upon redemptionstated Maturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated subject, however, to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.04. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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, subject to Section 11.03, this Guarantee will not be discharged except by complete performance of the obligations of the Company contained in each case except as the respective Notes and this Indenture with respect to the respective Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity Maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofthis Indenture, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject For value received, each of the Guarantors hereby fully and unconditionally guarantees (the “Guarantee”) to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under this Indenture and the Notes by the Company (collectively, the “Guaranteed Obligations”), when and as the same such principal, premium, if any, and interest shall become due and payable, whether at maturitythe Stated Maturity or by declaration of acceleration, upon redemption, by acceleration call for redemption or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (according to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee under this Indenture or the Notes, all in accordance with the terms of this Indenture and the Notes (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewalNotes and this Indenture, whether at maturity, upon redemption, by acceleration or otherwisesubject to the limitations set forth in Section 1503. Failing payment when due of any amount so guaranteed pursuant to its Guarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, upon written demand by the Trustee, pay the same immediately. Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the Guarantors and will rank pari passu in right of payment with all debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, the Guarantee of any other Guarantor or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 507, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce its Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor hereby waives The obligations of each of the Guarantors under this Article shall be as aforesaid full and unconditional and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (1) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the other Guarantors contained in the Notes or this Indenture, (2) any impairment, modification, release or limitation of the liability of the Company, any of the other Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, or other statute or from the decision of any court, (3) the assertion or exercise by the Company, any of the other Guarantors or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (4) the fullest extent permitted assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Company or any of the other Guarantors under this Indenture, (5) the extension of the time for payment by applicable lawthe Company or any of the other Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Company or any of the other Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (6) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the other Guarantors set forth in this Indenture, (7) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of or other similar proceeding affecting, the Company or any of the other Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Guarantee or this Indenture in any such proceeding, (8) the release or discharge of the Company or any of the other Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (9) the unenforceability of the Notes or this Indenture or (10) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each of the Guarantors hereby (1) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (in 2) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each case holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (3) covenants that its Guarantee will not be discharged except as required by this Indenture)complete performance of the Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is a guarantee of payment and not of collection. Each Guarantor hereby agrees (or must be rescinded or returned, be deemed, to the fullest extent permitted by applicable law) that, as between it, on the one handto have continued in existence notwithstanding such application, and the Holders of Notes and the TrusteeGuarantee shall, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction continue to be effective or other prohibition preventing be reinstated, as the case may be, as though such acceleration application had not been made. Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture; provided, and (b) in the event of however, that such Guarantor, shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article 6 hereofpayments arising out of, or based upon, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose right of subrogation until all of the GuaranteesNotes and the Guarantees shall have been paid in full or discharged.

Unconditional Guarantee. Subject to the provisions Each Guarantor by executing a counterpart of this Article 10 Indenture or a supplemental indenture as provided in Section 4.16 hereby unconditionally guarantees (each, a “Guarantee”), on a senior secured basis and to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if any), unconditionally and irrevocably guaranteesseverally, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorsTrustee, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, upon redemption, purchase pursuant to Article III or otherwise, and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany overdue installment of interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders hereunder or the Trustee under this Indenture thereunder will be promptly paid in full or the Notesperformed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, by acceleration, upon redemption, by acceleration purchase pursuant to Article III or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 10.03. Each of the Guarantors Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance (other than performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Indenture). Each Guarantee is a guarantee of payment Guarantee, to the extent theretofore discharged, shall be reinstated in full force and not of collectioneffect. Each Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. Each of the GuaranteesGuarantors hereby indemnifies the Holders on demand against any loss or liability suffered by them as a result of its Guarantee being or becoming unenforceable, invalid or illegal in whole or in part. The covenants and agreements on the part of the Guarantors herein contained shall be joint and several obligations, and no Guarantor shall be released from liability hereunder by reason of this Guarantee ceasing to be binding on any other Guarantor.

Unconditional Guarantee. Subject to (a) In consideration of the provisions premises contained herein and other good and valuable consideration, the receipt and sufficiency of this Article 10 and to the fullest extent permitted by applicable lawwhich is hereby acknowledged, each Parent Guarantor hereby, jointly irrevocably and severally with all other Guarantors (if any), unconditionally and irrevocably guarantees, and agrees to be liable on a senior basis to each Holder of an outstanding Note a Security authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations of the Issuer under this Indenture or the Securities, that: (a)(xi) the due and punctual payment of the principal of, and premium, if any, and interest (including, without limitation, any interest accruing following the commencement of a bankruptcy or other insolvency proceeding of the Issuer, irrespective of the allowability of any such amounts in any such proceeding) on the Notes Securities shall be duly and punctually paid in full when and as the same shall become due and payable(subject to any applicable grace period), whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiuminterest, if any, and interest on the Notes Securities and (z) the due and punctual payment of all other Obligations (including, without limitation, any Obligations accruing following the commencement of a bankruptcy or other insolvency proceeding of the Issuer, irrespective of the allowability of any such amounts due from in any such proceeding) of the Company Issuer or any Parent Guarantor to the Holders or the Trustee under this Indenture the Indenture, the Securities or the NotesCollateral Agreements (including amounts due the Trustee under this Indenture), shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes (collectivelyIndenture, the “Guarantee Obligations”); Securities or the Collateral Agreements, and (bii) in case of any extension of time of payment or renewal of any NotesSecurities or any of such other Obligations of the Issuer, the same shall be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewalrenewal (subject to any applicable grace period), whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due (subject to any applicable grace period) of any amount so guaranteed guaranteed, or failing performance of any other Obligation of the Issuer to the Holders or the Trustee under this Indenture, under the Securities or under the Collateral Agreement, for whatever reason, each any Parent Guarantor shall be obligated to pay, upon written demand by or to perform or cause the Trusteeperformance of, the same immediately. Each An Event of Default under this Indenture or the Securities shall constitute an event of default under such Parent Guaranty, and shall entitle the Holders or Trustee to accelerate the Obligations of each Parent Guarantor under its Parent Guaranty in the same manner and to the same extent as the Obligations of the Guarantors Issuer under this Indenture or under the Securities. (b) Each Parent Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder Obligations under its Parent Guaranty shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this IndentureIndenture or any Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Parent Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Parent Guaranty is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Parent Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer or the taking of any action first against the Collateral, protest, notice and all demands whatsoever (and covenants that its Parent Guaranty shall not be discharged except by complete performance of the Obligations contained in each case except as required by the Securities, this Indenture)Indenture and its Parent Guaranty. Each Guarantee is The Parent Guaranty shall be a guarantee of payment and not of collection. Each Guarantor hereby agrees (If any Holder or the Trustee is required by any court or otherwise to return to the fullest Issuer or to any Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Parent Guarantor, any amount paid by the Issuer or such Parent Guarantor to the Trustee or such Holder, the Parent Guaranty, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. Each Parent Guarantor shall further agree that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ai) subject to this Article 10Thirteen, the maturity of certain obligations the Obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of the Guaranteesits Parent Guaranty, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (bii) in the event of any acceleration of such obligations Obligations as provided in Article 6 Five hereof, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable jointly and severally by the Guarantors each Parent Guarantor for the purpose of its Parent Guaranty. (c) Each Parent Guarantor further agrees that the Guaranteesvalidity of this Guaranty and the obligations of each Parent Guarantor hereunder shall in no way be terminated, affected or impaired (i) by reason of the assertion by the Trustee or any Holder of any rights or remedies which any of them may have under or with respect to either the Securities or this Indenture, against any person obligated thereunder, (ii) by reason of any failure to file or record any of such instruments or to take or perfect any security intended to be provided thereby, (iii) by reason of the release or exchange of the Collateral or any other collateral pledged in support of the Securities, (iv) by reason of the Trustee's or any Holder's failure to exercise, or delay in exercising, any such right or remedy or any right or remedy the Trustee or any Holder may have hereunder or in respect of this Guaranty, or (v) by reason of the commencement of a case under the United States Bankruptcy Code by or against any person obligated under the Securities, this Indenture or this Guaranty or the discharge or release of any Obligation in a case commenced under the United States Bankruptcy Code. It is further understood, that if the Issuer shall have taken advantage of, or be subject to the protection of, any provision in the United States Bankruptcy Code, the effect of which is to prevent or delay the Trustee or any Holder from taking any remedial action against the Issuer, including the exercise of any option the Trustee or any Holder has to declare the Obligations due and payable upon the occurrence of any default or event by which under the terms of the Securities or the Indenture the Obligations shall become due and payable, and notwithstanding anything to the contrary contained in this Guaranty, the Trustee and/or the Holders of 25% or more in aggregate principal amount of the Securities (regardless of whether or not the Trustee has acted) may, as against any Parent Guarantor, nevertheless declare the Obligations due and payable and enforce any or all of its and their rights and remedies against any Parent Guarantor provided for herein. (d) Each of the Issuer and Parent Guarantor agrees to cause each Person that shall become a Parent after the date of this Indenture to become a Parent Guarantor and execute and deliver a supplement to this Indenture, pursuant to which such Person will guarantee the Obligations of the Issuer on the same terms and conditions as contained in this Article Thirteen. Subject to Section 10.1 of this Indenture, in no event shall any Parent Guarantor be released from its Parent Guaranty. (e) Each Parent Guarantor agrees that all related businesses to those of the Issuer will be conducted by or beneath an entity that has complied with Section 13.1(d).

Unconditional Guarantee. Subject to the provisions of this Article 10 and to the fullest extent permitted by applicable law, each Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally with all other Guarantors severally, guarantees (if any), unconditionally and irrevocably guarantees, such guarantee to be referred to herein as the "GUARANTEE") to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due principal of and punctual payment of interest on the principal ofNotes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and premiuminterest on the overdue principal, if any, and interest on the Notes when and as the same shall become due and payableany interest, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumlawful, if any, and interest on of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed for whatever reasonclauses (i) and (ii) above, each Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediatelylimitations set forth in Section 11.05. Each of the Guarantors Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by applicable law) its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Noteholder, this Indenture)Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor hereby further agrees (to the fullest extent permitted by applicable law) that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain obligations the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such obligations Obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of the Guaranteesthis Guarantee.

Unconditional Guarantee. Subject The Guarantor hereby unconditionally guarantees (such guarantee to the provisions of this Article 10 and be referred to the fullest extent permitted by applicable law, each Guarantor hereby, jointly and severally with all other Guarantors (if anyherein as a “Guarantee”), unconditionally and irrevocably guaranteeson a senior unsecured basis, to each Holder of an outstanding a Note authenticated and delivered by the Trustee and to the Trustee and its successorssuccessors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (a)(xi) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes will be promptly paid in full when and as the same shall become due and payabledue, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, (y) the due otherwise and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premiumprincipal, if any, and interest on any interest, to the extent lawful, of the Notes and (z) the due and punctual payment of all other amounts due from obligations of the Company to the Holders or the Trustee under this Indenture hereunder or the Notesthereunder will be promptly paid in full or performed, all in accordance with the terms of this Indenture hereof and the Notes (collectively, the “Guarantee Obligations”)thereof; and (bii) in case of any extension of time of payment or renewal of any NotesNotes or of any such other obligations, the same will be promptly paid in full when due and punctual payment of the Guarantee Obligations or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, upon redemption, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.02. Failing payment when due of any amount so guaranteed for whatever reason, each The Guarantor shall be obligated to pay, upon written demand by the Trustee, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the fullest extent permitted by applicable law) the benefit of 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 this Guarantee will not be discharged except by complete performance of the obligations contained in each case except as the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by this Indenture). Each Guarantee is a guarantee of payment and not of collection. Each Guarantor hereby agrees (any court or otherwise to return to the fullest Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent permitted by applicable law) theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between itthe Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article 10, the maturity of certain the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of the Guaranteesthis Guarantee, notwithstanding (to the fullest extent permitted by applicable law) any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors Guarantor for the purpose of the Guaranteesthis Guarantee.