Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Notes and all other amounts due and payable under the Indenture and such the Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) Issuer (collectively, the “Indenture Obligations”), when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such the Notes and the Indenture. The guarantees by , subject to the Guarantors limitations set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Section 1403. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Issuer to the Trustee or such the Holders under the Indenture and such the Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyIssuer. (b) Failing payment when due of any amount guaranteed pursuant to the Guaranteesits Guarantee, for whatever reason, each Guarantor of the Guarantors will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the applicable Guarantor and will rank pari passu in right of payment with all unsecured indebtedness debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such GuarantorGuarantee. Each Guarantor of the Guarantors hereby agrees that, that (to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, ) its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such the Notes, the Guarantees Guarantee of any other Guarantor or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligationsthe principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture507, by such the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees its Guarantee without first proceeding against the CompanyIssuer or any other Guarantor. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor of the Guarantors under this ARTICLE 3 Article shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (iA) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Issuer or either Guarantor any of the other Guarantors contained in any of such the Notes or the Indenture, (iiB) any impairment, modification, release or limitation of the liability of the CompanyIssuer, either Guarantor 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, as amended, or other statute or from the decision of any court, (iiiC) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such the Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (ivD) the assignment or the purported assignment of any property as security for any of such the Notes, including all or any part of the rights of the Company Issuer or either Guarantor any of the Guarantors under the Indenture, (vE) the extension of the time for payment by the Company Issuer or either Guarantor 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 any of such the Notes or the Indenture or of the time for performance by the Company Issuer or either Guarantor 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, (viF) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Issuer or either Guarantor any of the Guarantors set forth in the Indenture, (viiG) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Issuer or either Guarantor any of the Guarantors or any of their respective assets, or the disaffirmance of any of such the Notes, the Guarantees or the Indenture in any such proceeding, (viiiH) the release or discharge of the Company Issuer or either Guarantor 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, (ixI) the unenforceability of any of such the Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, Indenture or (xiJ) any other circumstance circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantees) which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or either Guarantorguarantor. (d) To the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby (iA) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Issuer or such Guarantorany of the Guarantors, and all demands and notices whatsoever, (iiB) acknowledges that any agreement, instrument or document evidencing the Guarantees its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them it and (iiiC) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantorthe Issuer or any of the Guarantors, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of the Indenture; , provided, however, that such Guarantor Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes until all of such the Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such the Notes pursuant to Article FIVE of the Indenture Five or to pursue any other rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE Article 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE Article 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE Article 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE Article 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE Five of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 II are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesCurrently Outstanding Securities, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, the obligations of each Guarantor under this ARTICLE 3 II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesCurrently Outstanding Securities, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Currently Outstanding Securities or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such NotesCurrently Outstanding Securities, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesCurrently Outstanding Securities, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Currently Outstanding Securities until all of such Notes Currently Outstanding Securities and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 II and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Currently Outstanding Securities pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Debt Securities of each series to which this Article XII has been made applicable as provided in Section 2.03(t) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesDebt Securities, and all other amounts due and payable under the this Indenture and such Notes Debt Securities by the Company Partnership to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Debt Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article XII are referred to herein as the “GuaranteesGuarantee.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Partnership to the Trustee or such Holders under the this Indenture and such Notes Debt Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyPartnership. (b) Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesDebt Securities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture6.04 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor to enforce the Guarantees Guarantee without first proceeding against the CompanyPartnership. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 Article XII shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either any Guarantor contained in any of such Notes Debt Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either any 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Debt Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesDebt Securities, including all or any part of the rights of the Company Partnership or either any Guarantor under the this Indenture, (v) the extension of the time for payment by the Company Partnership or either any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Debt Securities or the this Indenture or of the time for performance by the Company Partnership or either any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either any Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company Partnership or either any Guarantor or any of their respective assets, or the disaffirmance of any of such NotesDebt Securities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesDebt Securities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either any Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either any Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company Partnership in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Debt Securities until all of such Notes Debt Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) No partner, director, officer, employee or equity holder, as such, of a Guarantor shall have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. (g) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article XII and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article XII shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Debt Securities pursuant to Article FIVE of the Indenture VI or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject receipt whereof is hereby acknowledged, and to Section 3.04 hereofinduce the Banks to make Advances to each Borrowing Subsidiary, each of the Guarantors hereby fully, irrevocably, Company unconditionally and absolutely irrevocably guarantees to the Holders of Banks and the Notes and to the Trustee the due and punctual payment of Administrative Agent that the principal of, and premium, if any, of and interest on such Notes, each Advance and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due and payable under the Indenture and such Notes (whether at stated maturity, by the Company to the Trustee acceleration or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counselotherwise) incurred by the Trustee or such Holders in connection accordance with the enforcement terms hereof and thereof, and, in the case of the Indenture and the Guarantees) (collectivelyany extension of time of payment, the “Indenture Obligations”)in whole or in part, when and as that all such amounts shall become be promptly paid when due and payable, (whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to ) in accordance with the terms of such Notes extension. In addition, the Company unconditionally agrees that upon (a) default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same, or (b) the occurrence and continuance of any event described in Section 6.01(e), (f) or (i) with respect to any Borrowing Subsidiary (as if each reference therein to "Material Subsidiary" were a reference to such Borrowing Subsidiary), the IndentureCompany shall forthwith pay all principal, interest and other amounts payable hereunder by such Borrowing Subsidiary. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s the Company's liability shall extend to all amounts that constitute part of the Indenture Obligations obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by any such Borrowing Subsidiary to any Bank or the Company to Administrative Agent under this Agreement or the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companysuch Borrowing Subsidiary. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value receivedGuarantor hereby unconditionally, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally absolutely and absolutely irrevocably guarantees to Dyne, and his successors and assigns, the Holders full, faithful and complete performance by Tag-It of each and every covenant, agreement, duty, liability and/or obligation (known, unknown, direct, indirect, fixed, contingent or otherwise) of Tag-It under or contained in the Notes and to the Trustee Promissory Note, including, without limitation, the due and punctual payment timely payment, whether at scheduled maturity or at a date fixed for prepayment or by acceleration, demand or otherwise, of all amounts payable by Tag-It under the Promissory Note all in strict accordance with the terms and provisions of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders Promissory Note (including, without limitation, any extensions, modifications, substitutions, amendments, or renewals of any or all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”foregoing), when and whether for principal, interest, premium, fees, indemnification payments, costs, expenses or otherwise (collectively the "OBLIGATIONS"), and all as such amounts shall become due if Guarantor were the primary obligor with respect to each and payable, whether at all of the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the IndentureObligations. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Tag-It to the Trustee or such Holders Dyne under the Indenture and such Notes Promissory Note but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, bankruptcy reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without setTag-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise)It. The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees thatrecognizes, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional acknowledges and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that Dyne is making the Loan in material reliance upon the event existence and continuing validity of a default in payment this Agreement and further that Dyne would not make the Loan but for the execution and delivery of any Indenture Obligations, whether at the Stated Maturity, upon redemption or this Agreement by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the CompanyDyne. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “Guarantees"Guarantee.” " Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior subordinated obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly be subordinated in right of payment to the Guarantees of such Guarantorall Guarantor Senior Debt. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either any Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either any 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either any Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either any Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either any Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either any Guarantor. (d) . To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either any Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of a Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(22) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “Guarantees"Guarantee.” " Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior subordinated obligation of each the Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly be subordinated in right of payment to the Guarantees of such Guarantorall Guarantor Senior Debt. Each The Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either the Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either the Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each the Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 II are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesCurrently Outstanding Securities, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, the obligations of each Guarantor under this ARTICLE 3 II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesCurrently Outstanding Securities, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Currently Outstanding Securities or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such NotesCurrently Outstanding Securities, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesCurrently Outstanding Securities, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Currently Outstanding Securities until all of such Notes Currently Outstanding Securities and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 II and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Currently Outstanding Securities pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For Subject to this Article 14, for value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee Trustees the due and punctual payment of the principal of, and or any premium, if anyAdditional Amounts or interest on, and interest on such Notesthe Securities, and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee or such Holders (includingCorporation, without limitation, including all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee Trustees or such the Holders in connection with the enforcement of this Indenture, the Indenture Securities and the Guarantees) Guarantee (collectively, the “Indenture Obligations”), when and as such principal, premium, Additional Amounts, interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes the Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders Corporation under the this Indenture and such Notes the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Corporation. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the U.S. Trustee, without set-off or counterclaim or other reduction whatsoever (whatsoever, whether for taxes, withholding or otherwise), except as would otherwise be available to the Corporation. The Guarantees hereunder are Guarantee is intended to be a general, unsecured, senior obligation of each the Guarantor and will to rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each The Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, that its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe obligations and liabilities of any other obligor with respect to the Securities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the CompanyCorporation, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, Additional Amounts or interest on, the Securities of any series or any other amounts payable under this Indenture Obligationsand such Securities by the Corporation, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the either Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture5.6, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees Guarantee of such series without first proceeding against the Company. (c) Corporation. To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article 14 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, including (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of any other obligor with respect to the Company or either Guarantor Securities contained in any of such Notes the Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either Guarantor Corporation or any of their its estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy LawU.S. or Canadian federal, as amendedstate or provincial bankruptcy, insolvency or other similar law, or any similar foreign law for the relief from, or otherwise affecting creditors, or other statute or from the decision of any court, (iii) the assertion or exercise by the Corporation, the Guarantor or a Trustee or any such Holder of any rights or remedies under any of such Notes the Securities or the this Indenture or their its delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notesthe Securities, including all or any part of the rights of the Company Corporation or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company Corporation or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes the Securities or the this Indenture or of the time for performance by the Company Corporation or either 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, (vi) the modification or amendment (amendment, whether material or otherwise) , of any duty, agreement or obligation of the Company or either Guarantor set forth in this Indenture of any other obligor with respect to the IndentureSecurities, (vii) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company or either Guarantor Corporation or any of their respective its assets, or the disaffirmance of any of such Notesthe Securities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Corporation or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notesthe obligations of any of the other obligors under the Securities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate or comparable existence, or ownership of the Company Corporation or either the Guarantor, or (xi) subject to Article 6 and Article 8, any amalgamation, merger, consolidation or reorganization of the Corporation, the Guarantor or the Trustees, or any continuance of the Corporation, the Guarantor or the Trustees from the statute under which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction; or (xii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) To the fullest extent permitted by applicable law, each . The Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, arrangement, amalgamation, insolvency or bankruptcy of the Company or such Guarantor, Corporation and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them the Guarantor and (iii) covenants that its Guarantees the Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee or of the obligations guaranteed thereby. To the fullest extent permitted by applicable law, each The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitationthe reorganization of the Guarantor, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee Trustees against the Company Corporation in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes the Securities until all of such Notes the Securities and the Guarantees Guarantee thereof shall have been indefeasibly paid in full or discharged. (f) To . The Guarantor and, by its acceptance of Securities of any series, each Holder of such series of Securities hereby confirm that it is the fullest intention of all such parties that the Guarantee of the Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar laws, or any similar foreign law for the relief from, or otherwise affecting creditors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S., Canadian, provincial or state laws to the extent permitted applicable to the Guarantee. Until such time as the Securities of such series are paid in full, the Guarantor hereby waives all rights of subrogation or contribution, whether arising by applicable contract or operation of law, no including any such right arising under applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar laws, or any similar foreign law for the relief from, or otherwise affecting creditors, or otherwise by reason of any payment by it pursuant to the provisions of this Article 14. No failure to exercise and no delay in exercising, on the part of the either Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees Article 14 shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article 14 shall limit the right of the either Trustee or the Holders to take any action to accelerate the maturity Maturity of such Notes the Securities of any series pursuant to Article FIVE of the Indenture 5 or to pursue any rights or remedies under the Indenture hereunder or under applicable law. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the Guarantee and waivers pursuant to the Guarantee are knowingly made in contemplation of such benefits.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Securities and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee or such Holders Partnership (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such the Holders in connection with the enforcement of the this Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes the Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article XIV are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders Partnership under the this Indenture and such Notes the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Partnership. Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are is intended to be a general, unsecured, senior subordinated obligation of each the Guarantor and will rank pari passu be subordinated in right of payment with all unsecured indebtedness Guarantor Senior Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each The Guarantor hereby agrees that, that to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe Securities, the Guarantees or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of any series or any other amounts payable under this Indenture Obligationsand the Securities by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenturehereof, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees without first proceeding against the Company. (c) Partnership. To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article XIV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either the Guarantor contained in any of such Notes the Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either 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, (iii) the assertion or exercise by the Partnership, the Guarantor or the Trustee or any such Holder of any rights or remedies under any of such Notes the Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notesthe Securities, including all or any part of the rights of the Company Partnership or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company Partnership or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes the Securities or the this Indenture or of the time for performance by the Company Partnership or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Partnership or either any of the Guarantor or any of their respective assets, or the disaffirmance of any of such Notesthe Securities, the Guarantees or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notesthe Securities, the Guarantees or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the Guarantees. To The Guarantor further agrees that to the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company Partnership in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes the Securities until all of such Notes the Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. (f) To . A director, officer, employee or stockholder, as such, of the fullest extent permitted Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by applicable law, no reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article XIV and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article XIV shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes the Securities pursuant to Article FIVE of the Indenture V or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to Holders, the Trustee and the Collateral Agent the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Notes and all other amounts due and payable under the Indenture Indenture, the Notes and such the Notes Documents by the Company to Issuer and the Trustee or such Holders (including, without limitation, all costs and expenses Guarantors (including reasonable legal fees and disbursements of its agents and counsel) amounts incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guaranteesenforcing this Guarantee) (collectively, the “Indenture Obligations”), but in the case of any Guarantor incorporated under the laws of Switzerland (a “Swiss Guarantor”) up to a maximum total amount of 120% of the aggregate amount of the Notes, when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such the Notes and the Indenture. The guarantees by , subject to the Guarantors limitations set forth in this ARTICLE 3 are referred Section 1403; provided, however, that notwithstanding anything to herein the contrary herein, the liability of WOFS Assurance with respect to the Indenture Obligations shall be limited or extinguished, as applicable, to the “Guarantees.” extent necessary to ensure that WOFS Assurance, at all times, meets its minimum solvency margin and liquidity ratio pursuant to the Insurance Act and sections 31A through 31C of the Insurance Act. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Issuer to the Trustee Trustee, the Collateral Agent or such the Holders under the Indenture and such the Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyIssuer. (b) Failing payment when due of any amount guaranteed pursuant to the Guaranteesits Guarantee, for whatever reason, each Guarantor of the Guarantors will be jointly and severally (in Spanish, en forma solidaria) obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise), except as set out in Section 1410 below for a Swiss Guarantor. The Guarantees For the avoidance of doubt, the mechanics of Section 1410(e) to (h) below shall apply exclusively in case of Swiss tax deduction (including withholding) relating to a Swiss Guarantor. Each Guarantee hereunder are is intended to be a general, unsecured, senior secured obligation of each the applicable Guarantor and will rank pari passu in right of payment with all unsecured indebtedness debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such GuarantorGuarantee. Each Guarantor of the Guarantors hereby agrees that, that (to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, ) its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such the Notes, the Guarantees Guarantee of any other Guarantor or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligationsthe principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture507, by such the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees its Guarantee without first proceeding against the CompanyIssuer or any other Guarantor. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor of the Guarantors under this ARTICLE 3 Article shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (iA) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Issuer or either Guarantor any of the other Guarantors contained in any of such the Notes or the Indenture, (iiB) any impairment, modification, release or limitation of the liability of the CompanyIssuer, either Guarantor 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, as amended, or other statute or from the decision of any court, (iiiC) the assertion or exercise by the Trustee Trustee, the Collateral Agent or any such Holder of any rights or remedies under any of such the Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (ivD) the assignment or the purported assignment of any property as security for any of such the Notes, including all or any part of the rights of the Company Issuer or either Guarantor any of the Guarantors under the Indenture, (vE) the extension of the time for payment by the Company Issuer or either Guarantor 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 any of such the Notes or the Indenture or of the time for performance by the Company Issuer or either Guarantor 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, (viF) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Issuer or either Guarantor any of the Guarantors set forth in the Indenture, (viiG) 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, examinership, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Issuer or either Guarantor any of the Guarantors or any of their respective assets, or the disaffirmance of any of such the Notes, the Guarantees or the Indenture in any such proceeding, (viiiH) the release or discharge of the Company Issuer or either Guarantor 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, (ixI) the unenforceability or invalidity of any of such the Notes, the Guarantees or the Indenture, (xJ) any incapacity or lack of power, authority or legal personality of or change in the namecorporate, businesspartnership, capital structure, corporate limited liability company or other existence, structure or ownership of the Company Issuer or either Guarantor, any Guarantor or (xiK) any other circumstance circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantees) which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or either Guarantorguarantor. (d) To the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby (iA) waives diligence, presentment, demand of payment, the benefit of excussion (in Spanish, beneficio de excusión), the benefit of order (in Spanish, beneficio de órden), notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Issuer or such Guarantorany of the Guarantors, and all demands and notices whatsoever, (iiB) acknowledges that any agreement, instrument or document evidencing the Guarantees its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them it and (iiiC) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantorthe Issuer or any of the Guarantors, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 of the Guarantors shall be subrogated to all rights of Holders, the Holders Trustee and the Trustee Collateral Agent against the Company Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of the Indenture; , provided, however, that such Guarantor Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes until all of such the Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee Trustee, the Collateral Agent or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee Trustee, the Collateral Agent or the Holders to take any action to accelerate the maturity of such the Notes pursuant to Article FIVE of the Indenture Five or to pursue any other rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) Notwithstanding any provision of this Article to the contrary, the provisions of this Article shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 3.01, as entitled to the benefits of the Guarantee of each of the Guarantors. (b) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders of the Notes such series of Debt Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Debt Securities and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the Guarantees) (collectively, Debt Securities by the “Indenture Obligations”)Company, when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption stated maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such Notes the Debt Securities and this Indenture, subject to the Indenture. The guarantees by the Guarantors limitations set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanySection 18.03. (bc) Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each Guarantor of the Guarantors will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise)immediately. The Guarantees hereunder are intended to be a general, unsecured, senior obligation obligations of each Guarantor under its Guarantee pursuant to this Article Eighteen are expressly made subordinate and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated subject in right of payment to the Guarantees prior payment in full of all Senior Guarantor Indebtedness of such Guarantor, in each case on the same basis as the indebtedness of the Company represented by the Debt Securities; and the payment of the principal of (and premium, if any) and interest on the Debt Securities is subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. For the purpose of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any Guarantor only at such times as they may receive and/or retain payments and distributions in respect of the Debt Securities pursuant to this Indenture, including Article Sixteen hereof. Each Guarantor of the Guarantors hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, that its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe Debt Securities, the Guarantees Guarantee (including the Guarantee of any other Guarantor) or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantorthe Guarantors. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligationsthe principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture5.07, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor to enforce the Guarantees Guarantee without first proceeding against the CompanyCompany or any other Guarantor. (cd) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the The obligations of each Guarantor of the Guarantors under this ARTICLE 3 Article shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (iA) 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 either Guarantor any of the Guarantors contained in any of such Notes the Debt Securities or the this Indenture, (iiB) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or either 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 amendedbankruptcy law, or other statute or from the decision of any court, (iiiC) the assertion or exercise by the Company, any of the Guarantors or the Trustee or any such Holder of any rights or remedies under any of such Notes the Debt Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (ivD) the assignment or the purported assignment of any property as security for any of such Notesthe Debt Securities, including all or any part of the rights of the Company or either Guarantor any of the Guarantors under the this Indenture, (vE) the extension of the time for payment by the Company or either Guarantor 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 any of such Notes the Debt Securities or the this Indenture or of the time for performance by the Company or either Guarantor 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, (viF) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor any of the Guarantors set forth in the this Indenture, (viiG) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company or either Guarantor any of the Guarantors or any of their respective assets, or the disaffirmance of any of such Notesthe Debt Securities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viiiH) the release or discharge of the Company or either Guarantor 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, (ixI) the unenforceability of any of such Notesthe Debt Securities, the Guarantees Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, this Indenture or (xiJ) any other circumstance circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or either Guarantorguarantor. (de) To Each of the fullest extent permitted by applicable law, each Guarantor Guarantors hereby (iA) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantorany of the Guarantors, and all demands and notices whatsoever, (iiB) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them it and (iiiC) covenants that its Guarantees the Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To Each of the fullest extent permitted by applicable law, each Guarantor Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantorthe Company or any of the Guarantors, such Guarantees the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (ef) Each Guarantor 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 the 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 with respect to any of such Notes until all of such Notes the Debt Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each the New Guarantor, as of the Guarantors date hereof, hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company ONEOK to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by the Guarantors New Guarantor set forth in this ARTICLE 3 are III is referred to herein as the “GuaranteesGuarantee.” Without limiting the generality of the foregoing, each the New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company ONEOK to the Trustee or such Holders under the Indenture and such Notes Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyONEOK. (b) Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the New Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the New Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the New Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the New Guarantor. Each The New Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesCurrently Outstanding Securities, the Guarantees Guarantee or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyONEOK, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the New Guarantor. Each The New Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 6.04 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such the New Guarantor to enforce the Guarantees Guarantee without first proceeding against the CompanyONEOK. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the New Guarantor under this ARTICLE 3 III shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of ONEOK or the Company or either New Guarantor contained in any of such Notes Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of ONEOK, the Company, either New 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesCurrently Outstanding Securities, including all or any part of the rights of ONEOK or the Company or either New Guarantor under the Indenture, (v) the extension of the time for payment by ONEOK or the Company or either New Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Currently Outstanding Securities or the Indenture or of the time for performance by ONEOK or the Company or either New Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of ONEOK or the Company or either New Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, ONEOK or the Company or either New Guarantor or any of their respective assets, or the disaffirmance of any of such NotesCurrently Outstanding Securities, the Guarantees Guarantee or the Indenture in any such proceeding, (viii) the release or discharge of ONEOK or the Company or either New Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesCurrently Outstanding Securities, the Guarantees Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of ONEOK or the Company or either New Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either of the New Guarantor. (d) To the fullest extent permitted by applicable law, each the New Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of ONEOK or the Company or such New Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees the Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each the New Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the New Guarantor, such Guarantees the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each The New Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company ONEOK in respect of any amounts paid by such the New Guarantor pursuant to the provisions of the Indenture; provided, however, that such the New Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Currently Outstanding Securities until all of such Notes Currently Outstanding Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 III and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 III shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Currently Outstanding Securities pursuant to Article FIVE VI of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 SECTION 3.04. hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE Article 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 SECTION 3.04. hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 SECTION 3.04. hereof, the obligations of each Guarantor under this ARTICLE Article 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE Article 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE Article 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE Five of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors New Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the GuaranteesMagellan Guarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by the Guarantors New Guarantor set forth in this ARTICLE 3 are II is referred to herein as the “GuaranteesMagellan Guarantee.” Without limiting the generality of the foregoing, each the New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the GuaranteesMagellan Guarantee, for whatever reason, each the New Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Magellan Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the New Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the New Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Magellan Guarantee of such the New Guarantor. Each The New Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesCurrently Outstanding Securities, the Guarantees Magellan Guarantee or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the New Guarantor. Each The New Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such the New Guarantor to enforce the Guarantees Magellan Guarantee without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, the obligations of each the New Guarantor under this ARTICLE 3 II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either the New Guarantor contained in any of such Notes Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either the New 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesCurrently Outstanding Securities, including all or any part of the rights of the Company or either the New Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either the New Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Currently Outstanding Securities or the Indenture or of the time for performance by the Company or either the New Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either the New Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either the New Guarantor or any of their respective assets, or the disaffirmance of any of such NotesCurrently Outstanding Securities, the Guarantees Magellan Guarantee or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either the New Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesCurrently Outstanding Securities, the Guarantees Magellan Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either the New Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the New Guarantor. (d) To the fullest extent permitted by applicable law, each the New Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such the New Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Magellan Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Magellan Guarantee without notice to them and (iii) covenants that its Guarantees the Magellan Guarantee will not be discharged except by complete performance of the GuaranteesMagellan Guarantee. To the fullest extent permitted by applicable law, each the New Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees the Magellan Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the New Guarantor, such Guarantees the Magellan Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Magellan Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each The New Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the New Guarantor pursuant to the provisions of the Indenture; provided, however, that such the New Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Currently Outstanding Securities until all of such Notes Currently Outstanding Securities and the Guarantees Magellan Guarantee shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 II and the Guarantees Magellan Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Currently Outstanding Securities pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Notes and all other amounts due and payable under the Indenture and such the Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) Issuer (collectively, the “Indenture Obligations”), when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such the Notes and the Indenture. The guarantees by , subject to the Guarantors limitations set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Section 1503. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Issuer to the Trustee or such the Holders under the Indenture and such the Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyIssuer. (b) Failing payment when due of any amount guaranteed pursuant to the Guaranteesits Guarantee, for whatever reason, each Guarantor of the Guarantors will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the applicable Guarantor and will rank pari passu in right of payment with all unsecured indebtedness debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such GuarantorGuarantee. Each Guarantor of the Guarantors hereby agrees that, that (to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, ) its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such the Notes, the Guarantees Guarantee of any other Guarantor or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligationsthe principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture607, by such the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees its Guarantee without first proceeding against the CompanyIssuer or any other Guarantor. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor of the Guarantors under this ARTICLE 3 Article shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (iA) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Issuer or either Guarantor any of the other Guarantors contained in any of such the Notes or the Indenture, (iiB) any impairment, modification, release or limitation of the liability of the CompanyIssuer, either Guarantor 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, as amended, or other statute or from the decision of any court, (iiiC) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such the Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (ivD) the assignment or the purported assignment of any property as security for any of such the Notes, including all or any part of the rights of the Company Issuer or either Guarantor any of the Guarantors under the Indenture, (vE) the extension of the time for payment by the Company Issuer or either Guarantor 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 any of such the Notes or the Indenture or of the time for performance by the Company Issuer or either Guarantor 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, (viF) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Issuer or either Guarantor any of the Guarantors set forth in the Indenture, (viiG) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Issuer or either Guarantor any of the Guarantors or any of their respective assets, or the disaffirmance of any of such the Notes, the Guarantees or the Indenture in any such proceeding, (viiiH) the release or discharge of the Company Issuer or either Guarantor 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, (ixI) the unenforceability of any of such the Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, Indenture or (xiJ) any other circumstance circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantees) which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or either Guarantorguarantor. (d) To the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby (iA) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Issuer or such Guarantorany of the Guarantors, and all demands and notices whatsoever, (iiB) acknowledges that any agreement, instrument or document evidencing the Guarantees its Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them it and (iiiC) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantorthe Issuer or any of the Guarantors, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of the Indenture; , provided, however, that such Guarantor Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes until all of such the Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fifteen and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fifteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such the Notes pursuant to Article FIVE of the Indenture Six or to pursue any other rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value receivedSubject to the provisions of this Article XI, subject International Paper hereby fully and unconditionally guarantees (such guarantee to Section 3.04 hereofbe referred to herein as the “International Paper Guarantee”), as guarantor and not as a surety, to each Holder of the Guarantors hereby fullyNotes, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes extent lawful, and to the Trustee the due full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, and premium, if any, and interest on such Notes, the Notes and all other amounts due and payable Obligations of the Issuer under the this Indenture and such the Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements interest accruing after the filing of its agents and counsel) incurred by any petition in bankruptcy, or the Trustee commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or International Paper whether or not a claim for post-filing or post-petition interest is allowed in such Holders in connection with the enforcement of the Indenture proceeding and the Guaranteesobligations under Section 7.6) (collectively, all the foregoing being hereinafter collectively called the “Indenture International Paper Guarantee Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according . International Paper agrees (to the terms extent lawful) that the International Paper Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article XI notwithstanding any extension or renewal of such any International Paper Guarantee Obligation. (b) International Paper waives (to the extent lawful) presentation to, demand of, payment from and protest to the Issuer of any of the International Paper Guarantee Obligations and also waives (to the extent lawful) notice of protest for nonpayment. International Paper waives (to the extent lawful) notice of any default under the Notes or the International Paper Guarantee Obligations. (c) International Paper further agrees that the International Paper Guarantee constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Indenture. The guarantees by the Guarantors International Paper Guarantee Obligations. (d) Except as set forth in this ARTICLE 3 are referred Sections 11.2 and 11.3, the obligations of International Paper hereunder shall not be subject to herein as any reduction, limitation, impairment or termination for any reason (other than payment of the “Guarantees.” International Paper Guarantee Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the International Paper Guarantee Obligations or otherwise. Without limiting the generality of the foregoing, each Guarantor’s liability the obligations of International Paper herein shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company not (to the Trustee extent lawful) be discharged or such Holders impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization any other agreement or similar proceeding involving the Company. otherwise; (b) Failing payment when due any extension or renewal of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. ; (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, releaserescission, waiver, renewal, extension, indulgence amendment or modification of, or any change in, any of the obligations and liabilities of the Company or either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and or provisions of any of such this Indenture, the Notes or any other agreement; (d) the Indenture or of the time for performance by the Company or either Guarantor release of any other obligations under or arising out of security held by any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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 Holder for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor International Paper Guarantee Obligations or any of their respective assets, or them; (e) the disaffirmance failure of any of such Notes, the Guarantees Holder to exercise any right or the Indenture in remedy against any such proceeding, other party; (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (xf) any change in the name, business, capital structure, corporate existence, or ownership of the Company Issuer; (g) any default, failure or either Guarantordelay, willful or otherwise, in the performance of the International Paper Guarantee Obligations; or (xih) any other circumstance act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of International Paper or would otherwise constitute operate as a defense available to, discharge of International Paper as a matter of law or a legal or equitable discharge of, a surety or either Guarantorequity. (de) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and International Paper agrees that the benefit International Paper Guarantee shall remain in full force and effect until payment in full of its obligations hereunder shall extend to each holder of any agreement, instrument all the International Paper Guarantee Obligations or document evidencing International Paper is released from the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the GuaranteesInternational Paper Guarantee in compliance with Section 11.3. To the fullest extent permitted by applicable law, each Guarantor International Paper further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees International Paper 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 if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Holders and International Paper Guarantee Obligations is rescinded or must otherwise be restored by any Holder upon the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions bankruptcy or reorganization of the Indenture; provided, however, that such Guarantor shall not be entitled to enforce Issuer or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or dischargedotherwise. (f) To In furtherance of the fullest extent permitted foregoing and not in limitation of any other right which any Holder has at law or in equity against any party by applicable lawvirtue hereof, no upon the failure of the Issuer to exercise pay any of the International Paper Guarantee Obligations when and no delay as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, International Paper hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in exercisingcash, on the part of to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such International Paper Guarantee Obligations then due and owing and (ii) accrued and unpaid interest on such International Paper Guarantee Obligations then due and owing (but only to the extent not prohibited by law) (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 International Paper whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) International Paper further agrees that, as between International Paper, on the one hand, and the Holders, on the other hand, (x) the maturity of the International Paper Guarantee Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the International Paper Guarantee, notwithstanding any rightstay, power, privilege injunction or remedy under this ARTICLE 3 other prohibition preventing such acceleration in respect of the International Paper Guarantee Obligations guaranteed hereby and (y) in the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise event of any rightssuch declaration of acceleration of such International Paper Guarantee Obligations, power, privilege such International Paper Guarantee Obligations (whether or remedy preclude not due and payable) shall forthwith become due and payable by International Paper for the purposes of the International Paper Guarantee. (h) International Paper also agrees to pay any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative all reasonable costs and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 11.1. (i) Neither the Issuer nor International Paper shall be required to take make a notation on the Notes to reflect the International Paper Guarantee or any action release, termination or discharge thereof and any such notation shall not be a condition to accelerate the maturity of such Notes pursuant to Article FIVE validity of the Indenture or to pursue any rights or remedies under the Indenture or under applicable lawInternational Paper Guarantee.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(22) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “Guarantees"Guarantee.” " Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that 67 constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each The Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either the Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either the Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each the Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Securities and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee or such Holders Partnership (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such the Holders in connection with the enforcement of the this Indenture and the Guarantees) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes the Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article XIV are referred to herein as the “"Guarantees.” " Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders Partnership under the this Indenture and such Notes the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Partnership. Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are 77 is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each The Guarantor hereby agrees that, that to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe Securities, the Guarantees or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of any series or any other amounts payable under this Indenture Obligationsand the Securities by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenturehereof, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees without first proceeding against the Company. (c) Partnership. To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article XIV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either the Guarantor contained in any of such Notes the Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either 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, (iii) the assertion or exercise by the Partnership, the Guarantor or the Trustee or any such Holder of any rights or remedies under any of such Notes the Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notesthe Securities, including all or any part of the rights of the Company Partnership or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company Partnership or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes the Securities or the this Indenture or of the time for performance by the Company Partnership or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Partnership or either any of the Guarantor or any of their respective assets, or the disaffirmance of any of such Notesthe Securities, the Guarantees or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notesthe Securities, the Guarantees or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the Guarantees. To The Guarantor further agrees that to the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company Partnership in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes the Securities until all of such Notes the Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. (f) To . A director, officer, employee or stockholder, as such, of the fullest extent permitted Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by applicable law, no reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article XIV and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article XIV shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes the Securities pursuant to Article FIVE of the Indenture V or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Additional Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Additional Notes, and all other amounts due and payable under the Indenture and such Additional Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Additional Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Additional Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Additional Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Additional Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Additional Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Additional Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Additional Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Additional Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Additional Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Additional Notes until all of such Additional Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Additional Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors New Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by the Guarantors New Guarantor set forth in this ARTICLE 3 are II is referred to herein as the “GuaranteesMagellan Guarantee.” Without limiting the generality of the foregoing, each the New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the GuaranteesMagellan Guarantee, for whatever reason, each the New Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Magellan Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the New Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the New Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Magellan Guarantee of such the New Guarantor. Each The New Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesCurrently Outstanding Securities, the Guarantees Magellan Guarantee or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the New Guarantor. Each The New Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such the New Guarantor to enforce the Guarantees Magellan Guarantee without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 2.04 hereof, the obligations of each the New Guarantor under this ARTICLE 3 II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either any Guarantor contained in any of such Notes Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either any 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesCurrently Outstanding Securities, including all or any part of the rights of the Company or either any Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Currently Outstanding Securities or the Indenture or of the time for performance by the Company or either any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either any Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either any Guarantor or any of their respective assets, or the disaffirmance of any of such NotesCurrently Outstanding Securities, the Guarantees Magellan Guarantee or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesCurrently Outstanding Securities, the Guarantees Magellan Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either any Guarantor. (d) To the fullest extent permitted by applicable law, each the New Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such any Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Magellan Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Magellan Guarantee without notice to them and (iii) covenants that its Guarantees the Magellan Guarantee will not be discharged except by complete performance of the GuaranteesMagellan Guarantee. To the fullest extent permitted by applicable law, each the New Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees the Magellan Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the New Guarantor, such Guarantees the Magellan Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Magellan Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each The New Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the New Guarantor pursuant to the provisions of the Indenture; provided, however, that such the New Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Currently Outstanding Securities until all of such Notes Currently Outstanding Securities and the Guarantees Magellan Guarantee shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 II and the Guarantees Magellan Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Currently Outstanding Securities pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “GuaranteesGuarantee.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either any Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either any 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either any Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either any Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either any Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either any Guarantor. (d) . To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either any Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of a Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Securities and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee or such Holders Partnership (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such the Holders in connection with the enforcement of the this Indenture and the Guarantees) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes the Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article XIV are referred to herein as the “"Guarantees.” " Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders Partnership under the this Indenture and such Notes the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Partnership. Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, 77 expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each The Guarantor hereby agrees that, that to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe Securities, the Guarantees or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of any series or any other amounts payable under this Indenture Obligationsand the Securities by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenturehereof, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees without first proceeding against the Company. (c) Partnership. To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article XIV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either the Guarantor contained in any of such Notes the Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either 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, (iii) the assertion or exercise by the Partnership, the Guarantor or the Trustee or any such Holder of any rights or remedies under any of such Notes the Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notesthe Securities, including all or any part of the rights of the Company Partnership or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company Partnership or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes the Securities or the this Indenture or of the time for performance by the Company Partnership or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Partnership or either any of the Guarantor or any of their respective assets, or the disaffirmance of any of such Notesthe Securities, the Guarantees or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notesthe Securities, the Guarantees or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the Guarantees. To The Guarantor further agrees that to the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company Partnership in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes the Securities until all of such Notes the Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. (f) To . A director, officer, employee or stockholder, as such, of the fullest extent permitted Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by applicable law, no reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article XIV and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article XIV shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes the Securities pursuant to Article FIVE of the Indenture V or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) Notwithstanding any provision of this Article XIV to the contrary, the provisions of this Article XIV shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 2.3, as entitled to the benefits of the Guarantee of each of the Guarantors. (b) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantors, as primary obligor and not merely as surety, hereby fullyjointly and severally, irrevocably, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Debt Securities and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the Guarantees) (collectively, Debt Securities by the “Indenture Obligations”)Company, when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such Notes the Debt Securities and this Indenture, subject to the Indenture. The guarantees by the Guarantors limitations set forth in this ARTICLE 3 are referred to herein as Sections 14.3 and 14.4 or the “Guarantees.” Without limiting the generality terms of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part an applicable series of the Indenture Obligations Debt Securities. Such Guarantee is a guarantee of payment and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companycollection. (bc) Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each Guarantor of the Guarantors will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise)immediately. The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each Guarantor of the Guarantors and will rank pari passu in right of payment with all unsecured indebtedness Debt of such each Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such GuarantorGuarantee. Each Guarantor of the Guarantors hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, that its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe Debt Securities, the Guarantees Guarantee (including the Guarantee of any other Guarantor) or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantorany of the Guarantors. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligationsthe principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture6.4, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor to enforce the Guarantees Guarantee without first proceeding against the CompanyCompany or any other Guarantor. (cd) To the fullest extent permitted by applicable law, subject Subject to Section 3.04 hereof14.4, the obligations of each Guarantor of the Guarantors under this ARTICLE 3 Article XIV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (iA) 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 either Guarantor any of the Guarantors contained in any of such Notes the Debt Securities or the this Indenture, (iiB) any impairment, modification, release or limitation of the liability of the Company, either Guarantor 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, (iiiC) the assertion or exercise by the Company, any of the Guarantors or the Trustee or any such Holder of any rights or remedies under any of such Notes the Debt Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (ivD) the assignment or the purported assignment of any property as security for any of such Notesthe Debt Securities, including all or any part of the rights of the Company or either Guarantor any of the Guarantors under the this Indenture, (vE) the extension of the time for payment by the Company or either Guarantor 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 any of such Notes the Debt Securities or the this Indenture or of the time for performance by the Company or either Guarantor 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, (viF) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor any of the Guarantors set forth in the this Indenture, (viiG) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company or either Guarantor any of the Guarantors or any of their respective assets, or the disaffirmance of any of such Notesthe Debt Securities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viiiH) the release or discharge of the Company or either Guarantor 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, (ixI) the unenforceability of any of such Notesthe Debt Securities, the Guarantees Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, this Indenture or (xiJ) any other circumstance circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or either Guarantorguarantor. (de) To Each of the fullest extent permitted by applicable law, each Guarantor Guarantors hereby (iA) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantorany of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands and notices whatsoever, (iiB) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them it and (iiiC) covenants that its Guarantees the Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To Each of the fullest extent permitted by applicable law, each Guarantor Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantorthe Company or any of the Guarantors, such Guarantees the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (ef) Each Guarantee shall be a continuing Guarantee and shall, (i) subject to Section 14.4, remain in full force and effect until payment in full of the principal amount of all outstanding Debt Securities (whether by payment at maturity, purchase, redemption, defeasance, retirement or other acquisition), (ii) be binding upon such Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns. (g) Each Guarantor shall be subrogated to all hereby irrevocably waives any claim or other rights of the Holders and the Trustee which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in respect any claim or remedy of any amounts paid by Holder of Debt Securities against the Company, whether or not such Guarantor pursuant to the provisions of the Indenture; providedclaim, however, that such Guarantor shall not be entitled to enforce remedy or to receive any payments arising out ofright arises in equity, or based uponunder contract, such statute or common law, including, without limitation, the right of subrogation with respect to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such Notes claim or other rights, in each case until all of such Notes and the Guarantees shall amounts guaranteed have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure . If any amount shall be paid to exercise and no delay any Guarantor in exercising, on the part violation of the Trustee or preceding sentence and the Debt Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, any rightand shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Debt Securities, powerwhether matured or unmatured, privilege or remedy under in accordance with the terms of the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this ARTICLE 3 Indenture and that the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained set forth in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity Section 14.1(g) is knowingly made in contemplation of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable lawbenefits.

Unconditional Guarantee. (a) For value receivedTo induce the Bond Holder to purchase the Bonds, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders Bond Holder that all payment obligations of the Notes and to the Trustee the due and punctual payment of the principal ofIssuer, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs principal and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by interest will be paid in the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectivelyamounts, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes times and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions manner set forth in the IndentureBonds, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the Indenture; providedsubject, however, that such payment obligations shall be limited to such amounts which are not covered by tax increment revenue pledged for the payment of the Bonds. The payment and performance obligations set forth in this paragraph are collectively referred to as the “Guaranteed Obligations.” This Guarantee is irrevocable, absolute and unconditional, and is one of payment and not just collection. The Guarantor’s Guarantee of the Guaranteed Obligations is subject only to the occurrence of a Default under the Bonds. The Guarantor shall pay to the Bond Holder all amounts due by the Guarantor hereunder, and shall not be entitled to enforce exercise against the Bond Holder any rights of setoff, recoupment, or to receive counterclaim that the Guarantor might otherwise have against the Issuer or any payments other guarantor, and the Guarantor shall pay and perform their obligations hereunder free of any deductions and without abatement, diminution, or setoff as the Guarantor may have against the Issuer or against any other guarantor. Any modification, limitation or discharge of any of the liabilities or obligations of the Issuer or any other guarantor, arising out of, or based uponby virtue of, such right any bankruptcy or similar proceeding for relief of subrogation with respect to debtors under federal or state law initiated by or against the Issuer or any other guarantor shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of such Notes until all of such Notes the Guarantor in any manner whatsoever, and the Guarantees this Guarantee shall have been indefeasibly paid continue in full or dischargedforce and effect, notwithstanding any such proceeding. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Securities and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee or such Holders Partnership (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such the Holders in connection with the enforcement of the this Indenture and the Guarantees) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes the Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article XIV are referred to herein as the “"Guarantees.” " Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders Partnership under the this Indenture and such Notes the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Partnership. Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are is intended to be a general, unsecured, senior subordinated obligation of each the Guarantor and will rank pari passu be subordinated in right of payment with all unsecured indebtedness Guarantor Senior Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each The Guarantor hereby agrees that, that to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe Securities, the Guarantees or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of any series or any other amounts payable under this Indenture Obligationsand the Securities by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenturehereof, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees without first proceeding against the Company. (c) Partnership. To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article XIV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either the Guarantor contained in any of such Notes the Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either 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, (iii) the assertion or exercise by the Partnership, the Guarantor or the Trustee or any such Holder of any rights or remedies under any of such Notes the Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notesthe Securities, including all or any part of the rights of the Company Partnership or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company Partnership or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes the Securities or the this Indenture or of the time for performance by the Company Partnership or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Partnership or either any of the Guarantor or any of their respective assets, or the disaffirmance of any of such Notesthe Securities, the Guarantees or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notesthe Securities, the Guarantees or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the Guarantees. To The Guarantor further agrees that to the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company Partnership in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes the Securities until all of such Notes the Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. (f) To . A director, officer, employee or stockholder, as such, of the fullest extent permitted Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by applicable law, no reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article XIV and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article XIV shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes the Securities pursuant to Article FIVE of the Indenture V or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(22) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “Guarantees"Guarantee.” " Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each The Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either the Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or 68 limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either the Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each the Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 69 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “Guarantees"Guarantee.” " Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either any Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either any 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either any Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either any Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either any Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either any Guarantor. (d) . To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either any Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of a Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 and Section 2.05 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company Partnership to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guaranteesguarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by each of the ONEOK Subsidiary Guarantors set forth in this ARTICLE 3 are II is collectively referred to herein as the “ONEOK Subsidiary Guarantees,” the guarantee by the Parent Guarantor set forth in this ARTICLE II is collectively referred to herein as the “Parent Guarantee” and the ONEOK Subsidiary Guarantees together with the Parent Guarantee is referred to as the “ONEOK Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s of the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Partnership to the Trustee or such the Holders under the Indenture and such Notes Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyPartnership. (b) Failing payment when due of any amount guaranteed pursuant to the ONEOK Guarantees, for whatever reason, each Guarantor of the Guarantors will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each ONEOK Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the applicable Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor the each of the Guarantors that is not, by its terms, expressly subordinated in right of payment to the ONEOK Guarantees of such Guarantorthe Guarantors. Each Guarantor of the Guarantors hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 2.04 and Section 2.05 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesCurrently Outstanding Securities, the ONEOK Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantorthe Guarantors. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 6.04 of the Original Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor Guarantors to enforce the ONEOK Guarantees without first proceeding against the CompanyPartnership. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 2.04 and Section 2.05 hereof, the obligations of each Guarantor the Guarantors under this ARTICLE 3 II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either Guarantor the Guarantors contained in any of such Notes Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either Guarantor 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesCurrently Outstanding Securities, including all or any part of the rights of the Company Partnership or either Guarantor the Guarantors under the Indenture, (v) the extension of the time for payment by the Company Partnership or either Guarantor the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Currently Outstanding Securities or the Indenture or of the time for performance by the Company Partnership or either Guarantor 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either Guarantor the Guarantors set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company Partnership or either Guarantor the Guarantors or any of their respective assets, or the disaffirmance of any of such NotesCurrently Outstanding Securities, the ONEOK Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either Guarantor the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesCurrently Outstanding Securities, the ONEOK Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either Guarantorthe Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantorof the Guarantors. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees its ONEOK Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees its ONEOK Guarantee without notice to them and (iii) covenants that its Guarantees ONEOK Guarantee will not be discharged except by complete performance of the Guaranteesits ONEOK Guarantee. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees its ONEOK Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either such Guarantor, such Guarantees its ONEOK Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees its ONEOK 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 and the Trustee against the Company Partnership in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Currently Outstanding Securities until all of such Notes Currently Outstanding Securities and the Guarantees its ONEOK Guarantee shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 II and the ONEOK Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Currently Outstanding Securities pursuant to Article FIVE VI of the Original Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 and Section 2.05 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company Partnership to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guaranteesguarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by each of the ONEOK Subsidiary Guarantors set forth in this ARTICLE 3 are II is collectively referred to herein as the “ONEOK Subsidiary Guarantees,” the guarantee by the Parent Guarantor set forth in this ARTICLE II is collectively referred to herein as the “Parent Guarantee” and the ONEOK Subsidiary Guarantees together with the Parent Guarantee is referred to as the “ONEOK Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s of the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Partnership to the Trustee or such the Holders under the Indenture and such Notes Currently Outstanding Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyPartnership. (b) Failing payment when due of any amount guaranteed pursuant to the ONEOK Guarantees, for whatever reason, each Guarantor of the Guarantors will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each ONEOK Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the applicable Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor the each of the Guarantors that is not, by its terms, expressly subordinated in right of payment to the ONEOK Guarantees of such Guarantorthe Guarantors. Each Guarantor of the Guarantors hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 2.04 and Section 2.05 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesCurrently Outstanding Securities, the ONEOK Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantorthe Guarantors. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 6.04 of the Original Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor Guarantors to enforce the ONEOK Guarantees without first proceeding against the CompanyPartnership. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 2.04 and 2.05 hereof, the obligations of each Guarantor the Guarantors under this ARTICLE 3 II shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either Guarantor the Guarantors contained in any of such Notes Currently Outstanding Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either Guarantor 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Currently Outstanding Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesCurrently Outstanding Securities, including all or any part of the rights of the Company Partnership or either Guarantor the Guarantors under the Indenture, (v) the extension of the time for payment by the Company Partnership or either Guarantor the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Currently Outstanding Securities or the Indenture or of the time for performance by the Company Partnership or either Guarantor 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either Guarantor the Guarantors set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company Partnership or either Guarantor the Guarantors or any of their respective assets, or the disaffirmance of any of such NotesCurrently Outstanding Securities, the ONEOK Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either Guarantor the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesCurrently Outstanding Securities, the ONEOK Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either Guarantorthe Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantorof the Guarantors. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees its ONEOK Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees its ONEOK Guarantee without notice to them and (iii) covenants that its Guarantees ONEOK Guarantee will not be discharged except by complete performance of the Guaranteesits ONEOK Guarantee. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees its ONEOK Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either such Guarantor, such Guarantees its ONEOK Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees its ONEOK 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 and the Trustee against the Company Partnership in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Currently Outstanding Securities until all of such Notes Currently Outstanding Securities and the Guarantees its ONEOK Guarantee shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 II and the ONEOK Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 II shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Currently Outstanding Securities pursuant to Article FIVE VI of the Original Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Sixteen has been made applicable as provided in Section 301(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company Issuers to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article Sixteen are referred to herein as the “Guarantees,” and each individually as a “Guarantee.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Issuers to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyIssuers. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For Subject to this Article 14, for value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee Trustees the due and punctual payment of the principal of, and or any premium, if anyAdditional Amounts or interest on, and interest on such Notesthe Securities, and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee or such Holders (includingCorporation, without limitation, including all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee Trustees or such the Holders in connection with the enforcement of this Indenture, the Indenture Securities and the Guarantees) Guarantee (collectively, the “Indenture Obligations”), when and as such principal, premium, Additional Amounts, interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes the Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders Corporation under the this Indenture and such Notes the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Corporation. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the U.S. Trustee, without set-off or counterclaim or other reduction whatsoever (whatsoever, whether for taxes, withholding or otherwise), except as would otherwise be available to the Corporation. The Guarantees hereunder are Guarantee is intended to be a general, unsecured, senior unsecured obligation of each the Guarantor and will to rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each However, the Guarantee will be subordinated to the debt of the Guarantor on the same basis as the Debt Securities are subordinated to the debt of the Issuer. The Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, that its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe obligations and liabilities of any other obligor with respect to the Securities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the CompanyCorporation, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, Additional Amounts or interest on, the Securities of any series or any other amounts payable under this Indenture Obligationsand such Securities by the Corporation, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the either Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture5.6, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees Guarantee of such series without first proceeding against the Company. (c) Corporation. To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article 14 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, including (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of any other obligor with respect to the Company or either Guarantor Securities contained in any of such Notes the Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either Guarantor Corporation or any of their its estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy LawU.S. or Canadian federal, as amendedstate or provincial bankruptcy, insolvency or other similar law, or any similar foreign law for the relief from, or otherwise affecting creditors, or other statute or from the decision of any court, (iii) the assertion or exercise by the Corporation, the Guarantor or a Trustee or any such Holder of any rights or remedies under any of such Notes the Securities or the this Indenture or their its delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notesthe Securities, including all or any part of the rights of the Company Corporation or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company Corporation or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes the Securities or the this Indenture or of the time for performance by the Company Corporation or either 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, (vi) the modification or amendment (amendment, whether material or otherwise) , of any duty, agreement or obligation of the Company or either Guarantor set forth in this Indenture of any other obligor with respect to the IndentureSecurities, (vii) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company or either Guarantor Corporation or any of their respective its assets, or the disaffirmance of any of such Notesthe Securities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Corporation or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notesthe obligations of any of the other obligors under the Securities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate or comparable existence, or ownership of the Company Corporation or either the Guarantor, or (xi) subject to Article 6 and Article 8, any amalgamation, merger, consolidation or reorganization of the Corporation, the Guarantor or the Trustees, or any continuance of the Corporation, the Guarantor or the Trustees from the statute under which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction; or (xii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) To the fullest extent permitted by applicable law, each . The Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, arrangement, amalgamation, insolvency or bankruptcy of the Company or such Guarantor, Corporation and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them the Guarantor and (iii) covenants that its Guarantees the Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee or of the obligations guaranteed thereby. To the fullest extent permitted by applicable law, each The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitationthe reorganization of the Guarantor, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee Trustees against the Company Corporation in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes the Securities until all of such Notes the Securities and the Guarantees Guarantee thereof shall have been indefeasibly paid in full or discharged. (f) To . The Guarantor and, by its acceptance of Securities of any series, each Holder of such series of Securities hereby confirm that it is the fullest intention of all such parties that the Guarantee of the Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar laws, or any similar foreign law for the relief from, or otherwise affecting creditors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S., Canadian, provincial or state laws to the extent permitted applicable to the Guarantee. Until such time as the Securities of such series are paid in full, the Guarantor hereby waives all rights of subrogation or contribution, whether arising by applicable contract or operation of law, no including any such right arising under applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar laws, or any similar foreign law for the relief from, or otherwise affecting creditors, or otherwise by reason of any payment by it pursuant to the provisions of this Article 14. No failure to exercise and no delay in exercising, on the part of the either Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees Article 14 shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article 14 shall limit the right of the either Trustee or the Holders to take any action to accelerate the maturity Maturity of such Notes the Securities of any series pursuant to Article FIVE of the Indenture 5 or to pursue any rights or remedies under the Indenture hereunder or under applicable law. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the Guarantee and waivers pursuant to the Guarantee are knowingly made in contemplation of such benefits.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees guarantees, on a joint and several basis, to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Securities and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee or such Holders Partnership (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such the Holders in connection with the enforcement of the this Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes the Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article XIV are referred to herein collectively as the “Guarantees.” and, each, a “Guarantee”. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders Partnership under the this Indenture and such Notes the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) Partnership. Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor the Guarantors will be obligated (to the fullest extent permitted by applicable law) ), jointly and severally, to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are is intended to be a general, unsecured, senior subordinated obligation of each the applicable Guarantor and will rank pari passu be subordinated in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Senior Debt of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notesthe Securities, the Guarantees or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of any series or any other amounts payable under this Indenture Obligationsand the Securities by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenturehereof, by such the Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor the Guarantors to enforce the Guarantees without first proceeding against the Company. (c) Partnership. To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 Article XIV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Partnership or either Guarantor any of the Guarantors contained in any of such Notes the Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the CompanyPartnership, either Guarantor 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, (iii) the assertion or exercise by the Partnership, any of the Guarantors or the Trustee or any such Holder of any rights or remedies under any of such Notes the Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notesthe Securities, including all or any part of the rights of the Company Partnership or either Guarantor any of the Guarantors under the this Indenture, (v) the extension of the time for payment by the Company Partnership or either Guarantor 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 any of such Notes the Securities or the this Indenture or of the time for performance by the Company Partnership or either Guarantor 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Partnership or either Guarantor any of the Guarantors set forth in the this Indenture, (vii) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Partnership or either Guarantor any of the Guarantors or any of their respective assets, or the disaffirmance of any of such Notesthe Securities, any of the Guarantees or the this Indenture in any such proceeding, (viii) the release or discharge of the Company Partnership or either Guarantor 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, (ix) the unenforceability of any of such Notesthe Securities, any of the Guarantees or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company Partnership or either Guarantorany of the Guarantors, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either such Guarantor. (d) . To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Partnership or such Guarantorany of the Guarantors, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees such Guarantor’s Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees such Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the Guaranteessuch Guarantee. To Each Guarantor further agrees that to the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either any Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees such 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 and the Trustee against the Company Partnership in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes the Securities until all of such Notes the Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted . A director, officer, employee or stockholder, as such, of any Guarantor shall not have any liability for any obligations of such Guarantor under this Indenture or for any claim based on, in respect of or by applicable law, no reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article XIV and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article XIV shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes the Securities pursuant to Article FIVE of the Indenture V or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(22) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “"Indenture Obligations”"), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “Guarantees"Guarantee.” " Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each The Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either the Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either the Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each the Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Notes and all other amounts due and payable under the Indenture and such the Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) Issuer (collectively, the “Indenture Obligations”), when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such the Notes and the Indenture. The guarantees by , subject to the Guarantors limitations set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Section 1503. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Issuer to the Trustee or such the Holders under the Indenture and such the Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the CompanyIssuer. (b) Failing payment when due of any amount guaranteed pursuant to the Guaranteesits Guarantee, for whatever reason, each Guarantor of the Guarantors will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Each Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the applicable Guarantor and will rank pari passu in right of payment with all unsecured indebtedness debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such GuarantorGuarantee. Each Guarantor of the Guarantors hereby agrees that, that (to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, ) its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such the Notes, the Guarantees Guarantee of any other Guarantor or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or any other Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of any Indenture Obligationsthe principal of, or premium, if any, or interest on the Notes, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of such the Holders or, subject to Section 507 of the Indenture607, by such the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees its Guarantee without first proceeding against the CompanyIssuer or any other Guarantor. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor of the Guarantors under this ARTICLE 3 Article shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (iA) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company Issuer or either Guarantor any of the other Guarantors contained in any of such the Notes or the Indenture, (iiB) any impairment, modification, release or limitation of the liability of the CompanyIssuer, either Guarantor 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, as amended, or other statute or from the decision of any court, (iiiC) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such the Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (ivD) the assignment or the purported assignment of any property as security for any of such the Notes, including all or any part of the rights of the Company Issuer or either Guarantor any of the Guarantors under the Indenture, (vE) the extension of the time for payment by the Company Issuer or either Guarantor 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 any of such the Notes or the Indenture or of the time for performance by the Company Issuer or either Guarantor 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, (viF) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company Issuer or either Guarantor any of the Guarantors set forth in the Indenture, (viiG) 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, rehabilitation or relief readjustment of, or other similar proceeding affecting, the Company Issuer or either Guarantor any of the Guarantors or any of their respective assets, or the disaffirmance of any of such the Notes, the Guarantees or the Indenture in any such proceeding, (viiiH) the release or discharge of the Company Issuer or either Guarantor 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, (ixI) the unenforceability of any of such the Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, Indenture or (xiJ) any other circumstance circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantees) which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or either Guarantorguarantor. (d) To the fullest extent permitted by applicable law, each Guarantor of the Guarantors hereby (iA) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company Issuer or such Guarantorany of the Guarantors, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.,

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject receipt whereof is hereby acknowledged, and to Section 3.04 hereofinduce the Banks to make Advances and the Issuing Bank to issue Letters of Credit to each Borrowing Subsidiary, each of the Guarantors hereby fully, irrevocably, Company unconditionally and absolutely irrevocably guarantees to the Holders of Banks and the Notes and to the Trustee the due and punctual payment of Administrative Agent that the principal of, and premium, if any, of and interest on such Noteseach Advance, Letter of Credit and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due and payable under the Indenture and such Notes (whether at stated maturity, by the Company to the Trustee acceleration or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counselotherwise) incurred by the Trustee or such Holders in connection accordance with the enforcement terms hereof and thereof, and, in the case of the Indenture and the Guarantees) (collectivelyany extension of time of payment, the “Indenture Obligations”)in whole or in part, when and as that all such amounts shall become be promptly paid when due and payable, (whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to ) in accordance with the terms of such Notes extension. In addition, the Company unconditionally agrees that upon (a) default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same, or (b) the occurrence and continuance of any event described in Section 6.01(e), (f) or (i) with respect to any Borrowing Subsidiary (as if each reference therein to “Material Subsidiary” were a reference to such Borrowing Subsidiary), the IndentureCompany shall forthwith pay all principal, interest and other amounts payable hereunder by such Borrowing Subsidiary. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantorthe Company’s liability shall extend to all amounts that constitute part of the Indenture Obligations obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by any such Borrowing Subsidiary to any Bank or the Company to Administrative Agent under this Agreement or the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companysuch Borrowing Subsidiary. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees hereunder are intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees of such Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Notes, the Guarantees or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce the Guarantees without first proceeding against the Company. (c) To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either Guarantor contained in any of such Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Notes, including all or any part of the rights of the Company or either Guarantor under the Indenture, (v) the extension of the time for payment by the Company or either Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes or the Indenture or of the time for performance by the Company or either Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either Guarantor set forth in the Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either Guarantor or any of their respective assets, or the disaffirmance of any of such Notes, the Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or either Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Notes, the Guarantees or the Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either Guarantor. (d) To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that its Guarantees will not be discharged except by complete performance of the Guarantees. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either Guarantor, such Guarantees shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes until all of such Notes and the Guarantees shall have been indefeasibly paid in full or discharged. (f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes pursuant to Article FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “GuaranteesGuarantee.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior subordinated obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly be subordinated in right of payment to the Guarantees of such Guarantorall Guarantor Senior Debt. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either any Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either any 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either any Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either any Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either any Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either any Guarantor. (d) . To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or such Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either any Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees 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 and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the 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 with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or stockholder, as such, of a Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(22) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, interest, if any, and other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors Guarantor set forth in this ARTICLE 3 Article Fourteen are referred to herein as the “GuaranteesGuarantee.” Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the this Indenture and such Notes Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. (b) . Failing payment when due of any amount guaranteed pursuant to the GuaranteesGuarantee, for whatever reason, each the Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantees Guarantee hereunder are is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantees Guarantee of such the Guarantor. Each The Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Section 3.04 hereof, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such NotesSecurities, the Guarantees Guarantee or the this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such the Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture Obligationsand such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 507 of the Indenture5.7 hereof, by such Holders, on the terms and conditions set forth in the this Indenture, directly against such the Guarantor to enforce the Guarantees Guarantee without first proceeding against the Company. (c) . To the fullest extent permitted by applicable law, subject to Section 3.04 hereof, the obligations of each the Guarantor under this ARTICLE 3 Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) 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 either the Guarantor contained in any of such Notes Securities or the this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, either 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, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Notes Securities or the this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such NotesSecurities, including all or any part of the rights of the Company or either the Guarantor under the this Indenture, (v) the extension of the time for payment by the Company or either the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Notes Securities or the this Indenture or of the time for performance by the Company or either 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, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or either the Guarantor set forth in the this Indenture, (vii) 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, rehabilitation or relief of, or other similar proceeding affecting, the Company or either the Guarantor or any of their respective assets, or the disaffirmance of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture in any such proceeding, (viii) the release or discharge of the Company or either the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such NotesSecurities, the Guarantees Guarantee or the this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or either the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or either the Guarantor. (d) . To the fullest extent permitted by applicable law, each the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency amalgamation, insolvency, winding up or bankruptcy of the Company or such the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees Guarantee without notice to them and (iii) covenants that its Guarantees Guarantee will not be discharged except by complete performance of the GuaranteesGuarantee. To the fullest extent permitted by applicable law, each the Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to any Guarantees Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of either the Guarantor, such Guarantees Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each . The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the Guarantor pursuant to the provisions of the this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Notes Securities until all of such Notes Securities and the Guarantees Guarantee shall have been indefeasibly paid in full or discharged. (f) . A director, officer, employee or shareholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this ARTICLE 3 Article Fourteen and the Guarantees Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this ARTICLE 3 Article Fourteen shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Notes Securities pursuant to Article FIVE of the Indenture Five or to pursue any rights or remedies under the Indenture hereunder or under applicable law.