Common use of Unconditional Guarantees Clause in Contracts

Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees or this Agreement, the absence of any action to enforce the same, any waiver or consent by any party with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such 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. The Guarantors shall be subrogated to all rights of the Owners, the Issuer and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each the Guarantor and will to rank pari passu in right of payment with all indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Securities or any other amounts payable under this AgreementIndenture and the Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each the Guarantor under this Section 2 of Exhibit A Article IX 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 any other obligor with respect to the Company or such Guarantor Securities contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such the Guarantor or any of their respective 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 Company, such Guarantor, the Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such the Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, either of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such Guarantee the 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) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee Subject to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors any other provisions set forth in this Section 2 of Exhibit A are the Authorizing Resolution or supplemental indenture relating to a particular Series, each Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee to be referred to herein as the “Guarantees.” Without limiting "Guarantee") to each Holder of Securities of such Series authenticated and delivered by the generality Trustee and to the Trustee and its successors and assigns, that: (i) the principal of and interest on the Securities of such Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the foregoing, the Guarantors’ liability shall extend to Securities of such Series and all amounts that constitute part other obligations of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence Holders or the Trustee hereunder or thereunder, except obligations to pay principal and interest on any other Series not so guaranteed, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of a bankruptcyany extension of time of payment or renewal of any Securities of such Series or of any such other obligations, reorganization or similar proceeding involving the Company. Failing payment same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any amount guaranteed pursuant applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu limitations set forth in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such GuarantorSection 9.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Securities of such Series or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 9.03, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations contained in the Securities of the applicable Series, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. (a) For value received, the Guarantors Subsidiary Guarantors, jointly and severally, hereby fully, irrevocably, unconditionally and absolutely guarantee to the Owners Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and related coupons and all other amounts due and payable under this Indenture and the Securities by the Company Obligations, when and as such Company Obligations principal, premium, if any, and interest and coupons shall become due and payable payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Indenture Securities and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “GuaranteesIndenture.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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 Subsidiary Guarantees, for whatever reason, each Subsidiary 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)immediately. Each Subsidiary Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Subsidiary Guarantor and will rank pari passu PARI PASSU in right of payment with all indebtedness of each such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor. Each Guarantor of the Subsidiary Guarantors hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsSecurities, the Subsidiary Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Subsidiary Guarantor. The Guarantor Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the Company Obligations under this Agreementprincipal of, or premium, if any, or interest on the Securities, whether at the maturity, upon redemption Stated Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to the Section 9.04 of the Indenture507, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the . (c) The obligations of each Subsidiary Guarantor under this Section 2 of Exhibit A Article Fifteen 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 such any Subsidiary Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Subsidiary 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 Lawbankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, such Guarantor, any Subsidiary Guarantor or the Trustee or the Issuer of any rights or remedies under the Indenture Securities or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Subsidiary Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such any Subsidiary Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such any Subsidiary 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 such any Subsidiary Guarantor set forth in the Indenture or this AgreementIndenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of any of the BondsSecurities, the Subsidiary Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such any Subsidiary 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 the BondsSecurities, the Guarantees, the Subsidiary Guarantees or this Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or such Guarantor. To guarantor. (d) The Subsidiary Guarantors and the fullest extent permitted by applicable law, Company 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 a Subsidiary Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Subsidiary 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 Subsidiary Guarantees without notice to them and (iii) covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Subsidiary Guarantees. Each Subsidiary Guarantor and the Company further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Subsidiary Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such the Company or any Subsidiary Guarantor, such Subsidiary 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 Subsidiary Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors . (e) Each Subsidiary Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Subsidiary Guarantor pursuant to the provisions of the Indenture and this Agreement; providedIndenture, howeverPROVIDED, HOWEVER, that the Guarantors no Subsidiary 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 the Company Obligations until all of the Bonds Securities and the Subsidiary Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors any Subsidiary Guarantor shall not have any liability for any obligations of the Guarantors such Subsidiary Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value received(FORM OF GUARANTEE) FOR VALUE RECEIVED, the Guarantors Guarantor hereby fully, irrevocably, fully and unconditionally and absolutely guarantee guarantees to the Owners and to holder of the Trustee Security upon which this Guarantee is endorsed the due and punctual payment of the Company Obligationsprincipal of, sinking fund payment, if any, premium, if any, or interest on said Security, when and as such Company Obligations the same shall become due and payable payable, whether at maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture and this Agreementreferred to therein. The guarantees by Guarantor agrees to determine, at least one Business Day prior to the Guarantors set forth in this Section 2 date upon which a payment of Exhibit A are referred principal of, sinking fund payment, if any, premium, if any, or interest on said Security is due and payable, whether the Company has available the funds to herein make such payment as the “Guarantees.” Without limiting the generality same shall become due and payable. In case of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part failure of the Company Obligations punctually to pay any such principal, sinking fund payment, if any, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and would be owed as the same shall become due and payable, whether at maturity, upon redemption, or otherwise, and as if such payment were made by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be fullunconditional, irrevocable, unconditional and absolute, irrespective of the validity, regularity regularity, or enforceability of the Company Obligations, the Guarantees said Security or this Agreementsaid Indenture, the absence of any action to enforce the same, any waiver or consent by any party the holder of said Security with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 merger or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or such Guarantornotice with respect to said Security or indebtedness evidenced thereby, and all demands whatsoever 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 this Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued obligations contained in existence notwithstanding such application, said Security and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been madein this Guarantee. The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer and the Trustee holder of said Security against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementGuarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of the holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of, of or based upon, upon such right of subrogation with respect to any until the principal of the Company Obligations until and premium, if any, and interest on all of the Bonds and the Guarantees Securities shall have been paid in full or payment thereof shall have been indefeasibly paid provided for in full accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or discharged. A director, officer, employee, stockholder, partner or member, as such, interest by the Company on the Securities to the holders of the Guarantors Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall not have be avoided by a trustee in bankruptcy (including any liability for any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, then and to the extent of such repayment, the obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, Guarantor hereunder shall remain in respect of or by reason of such full force and effect. The obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy Guarantor under this Section 2 of Exhibit A and Guarantee are, to 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 extent provided in law or equity. Nothing contained the Indenture, subordinate and junior in this Section 2 of Exhibit A shall limit the right of payment to the Trusteeprior payment in full of all Senior Indebtedness, and this Guarantee is issued subject to the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 provisions of the Indenture with respect thereto. Each holder of the Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to pursue take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any rights and all such purposes. Each holder of the Security upon which this Guarantee is endorsed, by his or remedies hereunder her acceptance thereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or under applicable lawhereafter incurred, and waives reliance by each holder upon said provisions. This Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee (or the Authentication Agent). This Guarantee shall be governed by the laws of the State of New York.

Unconditional Guarantees. For (a) Subject to this Article IX, for value received, the Guarantors hereby hereby, jointly and severally, fully, irrevocably, unconditionally and absolutely guarantee to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor the Guarantors will be 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). Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each Guarantor and will to rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, or interest on the Securities of any series or any other amounts payable under this AgreementIndenture and such Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors any Guarantor to enforce the Guarantees of such series without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each a Guarantor under this Section 2 of Exhibit A Article IX 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 any other obligor with respect to the Company or such Guarantor Securities contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such Guarantor the Guarantors or any of their respective 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 Company, such Guarantor, the Guarantors or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such Guarantor the Guarantors under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 or such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, either of the Company or any of the Guarantors or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate or comparable existence, or ownership of the Company or such 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 such Guarantor. To the fullest extent permitted by applicable law, each Guarantors. (d) 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee the 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. The Guarantors . (i) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. (ii) Each Guarantor and, by its acceptance of Securities of any series, each Holder of such series of Securities hereby confirm that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. A directorTo effectuate the foregoing intention, officerthe Trustee, employee, stockholder, partner or member, as such, the Holders of such series and the Guarantors shall not have any liability for any hereby irrevocably agree that the obligations of such Guarantor will be limited to the Guarantors under the Indenture maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or this Agreement payments made by or for on behalf of any claim based on, other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Article IX, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of such series are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under Federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article IX. Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to seek contribution from each other Guarantor in a pro rata amount based on the net assets of each Guarantor determined in accordance with GAAP, so long as the exercise of such obligations or their creation. right does not impair the rights of the Holders under the Guarantee. (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities of either series pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law. (g) Subsequent to the date of this Indenture, in the event a Subsidiary (other than a Guarantor) is required by Section 3.08 to guarantee the Company’s obligations under the Securities and this Indenture, the Company shall cause such Subsidiary to execute a supplement to this Indenture in accordance with Section 3.08, Section 8.01 and this Article IX, to the extent applicable.

Unconditional Guarantees. For value received(a) If any Notes of or within a series are specified to be guaranteed by the Subsidiary Guarantors, then each of the Subsidiary Guarantors hereby fullyfully and unconditionally guarantees, irrevocablyjointly and severally, unconditionally to each Holder of any such Note which is authenticated and absolutely guarantee to delivered by the Owners Trustee and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of the Company Obligationsprincipal of, when premium, if any, and as such Company Obligations shall become due and payable according interest (including, in case of default, interest on principal and, to the terms of the Indenture and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, on overdue interest, and including any additional interest required to be paid according to the terms of any such Note), if any, on each such Note, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Note, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations of the Company hereunder (the "Guarantor Obligations"). In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, each of the Subsidiary Guarantors hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company. (b) Each of the Subsidiary Guarantors hereby agrees that its obligations Guarantor Obligations hereunder shall be full, irrevocable, unconditional as if it were principal debtor and absolutenot merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or enforceability of the Company Obligations, the Guarantees any such Note or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any party such Note with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Subsidiary Guarantor. The Guarantor hereby agrees that in the event of a default in payment Each of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Subsidiary Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever 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 Guarantee will not be discharged except by complete performance of its obligations contained in any such Note and in its Guarantee. (c) If the GuaranteesTrustee or the Holder of any Note is required by any court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid to the Trustee or such Holder in respect of a Note, the related Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor of the Subsidiary Guarantors further agrees that agrees, to the fullest extent permitted by applicable lawthat it may lawfully do so, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee isthat, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of as between such Subsidiary Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be effective accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or be reinstated, as other prohibition under any applicable bankruptcy law preventing such acceleration in respect of the case may be, as though such application had not been made. The obligations guaranteed hereby. (d) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Owners, Holders of the Issuer and the Trustee Notes of a series against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions such Subsidiary Guarantor on account of the Indenture and such Notes or this AgreementIndenture; provided, however, that the Guarantors such Subsidiary 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 until the principal of, premium, if any, and interest, if any, on all Notes of the Company Obligations until all of the Bonds and the Guarantees thereof such series shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable lawfull.

Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee Subject to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors any other provisions set forth in this Section 2 of Exhibit A are the Authorizing Resolution or supplemental indenture relating to a particular Series, each Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee to be referred to herein as the “Guarantees.” Without limiting "Guarantee") to each Holder of Securities of such Series authenticated and delivered by the generality Trustee and to the Trustee and its successors and assigns, that: (i) the principal of and interest on the Securities of such Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the foregoing, the Guarantors’ liability shall extend to Securities of such Series and all amounts that constitute part other obligations of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence Holders or the Trustee hereunder or thereunder, except obligations to pay principal and interest in any other Series not so guaranteed, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of a bankruptcyany extension of time of payment or renewal of any Securities of such Series or of any such other obligations, reorganization or similar proceeding involving the Company. Failing payment same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any amount guaranteed pursuant applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu limitations set forth in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such GuarantorSection 9.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Securities of such Series or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 9.03, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations contained in the Securities of the applicable Series, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee Subject to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors any other provisions set forth in this Section 2 of Exhibit A are the Authorizing Resolution or supplemental indenture relating to a particular Series, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior basis (each such guarantee to be referred to herein as the “Guarantees.” Without limiting Guarantee”) to each Holder of Securities of such Series authenticated and delivered by the generality Trustee and to the Trustee and its successors and assigns irrespective of the foregoingvalidity and enforceability of this Indenture, that: (i) the principal of and interest on the Securities of such Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Securities of such Series and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder, except obligations to pay principal and interest on any other Series not so guaranteed, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities of such Series or of any such other obligations, the Guarantors’ liability shall extend same will be promptly paid in full when due or to all amounts that constitute part be performed in accordance with the terms of the Company Obligations extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and would be owed by the Company under the Agreement but for the fact that they are unenforceable(ii) above, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu limitations set forth in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such GuarantorSection 9.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Securities of such Series or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorIssuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 9.03, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations contained in the Securities of the applicable Series, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. For value receivedThe Guarantee relating to any series of Securities issued and authenticated hereunder shall be, unless otherwise set forth in an Officers' Certificate pursuant to Section 2.01, substantially as set forth below: "FOR VALUE RECEIVED, the Guarantors Guarantor hereby fully, irrevocably, fully and unconditionally and absolutely guarantee guarantees to the Owners and to holder of the Trustee Security upon which this Guarantee is endorsed the due and punctual payment of the Company Obligationsprincipal of, sinking fund payment, if any, premium, if any, or interest on said Security, when and as such Company Obligations the same shall become due and payable payable, whether at the maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture and this Agreementreferred to therein. The guarantees by Guarantor agrees to determine, at least one Business Day prior to the Guarantors set forth in this Section 2 date upon which a payment of Exhibit A are referred principal of, sinking fund payment, if any, premium, if any, or interest on said Security is due and payable, whether the Company has available the funds to herein make such payment as the “Guarantees.” Without limiting the generality same shall become due and payable. In case of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part failure of the Company Obligations punctually to pay any such principal, sinking fund payment, if any, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and would be owed as the same shall become due and payable, whether at maturity, upon redemption, or otherwise, and as if such payment were made by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be fullunconditional, irrevocable, unconditional and absolute, irrespective of the validity, regularity regularity, or enforceability of the Company Obligations, the Guarantees said Security or this Agreementsaid Indenture, the absence of any action to enforce the same, any waiver or consent by any party the holder of said Security with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 merger or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or such Guarantornotice with respect to said Security or indebtedness evidenced thereby, and all demands whatsoever 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 this Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued obligations contained in existence notwithstanding such application, said Security and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been madein this Guarantee. The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer and the Trustee holder of said Security against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementGuarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of the holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of, of or based upon, upon such right of subrogation with respect to any until the principal of the Company Obligations until and premium, if any, and interest on all of the Bonds and the Guarantees Securities shall have been paid in full or payment thereof shall have been indefeasibly paid provided for in full accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or discharged. A director, officer, employee, stockholder, partner or member, as such, interest by the Company on the Securities to the holders of the Guarantors Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall not have be avoided by a trustee in bankruptcy (including any liability for any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, then and to the extent of such repayment, the obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, Guarantor hereunder shall remain in respect of or by reason of such full force and effect. The obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy Guarantor under this Section 2 of Exhibit A and Guarantee are, to 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 extent provided in law or equity. Nothing contained the Indenture, subordinate and junior in this Section 2 of Exhibit A shall limit the right of payment to the Trusteeprior payment in full of all Senior Indebtedness, and this Guarantee is issued subject to the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 provisions of the Indenture with respect thereto. Each holder of the Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to pursue take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any rights and all such purposes. Each holder of the Security upon which this Guarantee is endorsed, by his or remedies hereunder her acceptance thereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or under applicable lawhereafter incurred, and waives reliance by each holder upon said provisions. This Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until the Certificate of Authentication on such Security shall have been signed by the Trustee (or the Authentication Agent). This Guarantee shall be governed by the laws of the State of New York.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantors, jointly and severally, hereby fully, irrevocably, unconditionally and absolutely guarantee (the "Guarantees") to the Owners Holders and to the Trustee the due and punctual payment of the Company Obligationsprincipal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such Company Obligations principal, premium, if any, and interest shall become due and payable payable, whether at the stated maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “GuaranteesIndenture.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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)immediately. Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness Indebtedness of each such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor of the Guarantors hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsSecurities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Guarantor. The Guarantor Each of the Guarantors hereby agrees that in the event of a default in payment of the Company Obligations under this Agreementprincipal of, or premium, if any, or interest on the Securities, 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 the Owners Holders or, subject to Section 9.04 of the Indenture5.06 hereof, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against each of the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the . (c) The obligations of each Guarantor under this Section 2 of Exhibit A Article 9 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 such any Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under the Indenture Securities or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such any Guarantor set forth in the Indenture or this AgreementIndenture, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the BondsSecurities, the Guarantees, the Guarantees or this Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or such Guarantor. To guarantor. (d) Each of the fullest extent permitted by applicable law, each Guarantor Guarantors 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 a 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such any Guarantor, such 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors no 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 the Company Obligations until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors any Guarantor shall not have any liability for any obligations of the Guarantors such Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to each Holder of a Debt Security authenticated and delivered by the Owners Trustee, and to the Trustee Trustee, on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Debt Securities and all other amounts due and payable under this Indenture and the Debt Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Debt Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article XII are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 Company. . (b) 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). Each Guarantee hereunder is intended to be a general, unsecured, senior subordinated obligation of each the Guarantor and will be subordinate to all Guarantor Senior Indebtedness and rank pari passu in right of payment with all indebtedness other Indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsDebt Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of, or premium, if any, or interest on the Debt Securities of any series or any other amounts payable under this AgreementIndenture and the Debt Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture6.04 hereof, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each the Guarantor under this Section 2 of Exhibit A 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, renewalxxxxxxx, extensionxxxxxxxxx, indulgence xxxxxxxxxx or modification of, or any change in, any of the obligations and liabilities of the Company or such the Guarantor contained in any of the Indenture Debt Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Indenture Debt Securities or this Agreement 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 the BondsDebt Securities, including all or any part of the rights of the Company or such the Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Debt Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such the Guarantor set forth in the Indenture or this AgreementIndenture, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors Guarantor or any of their respective assets, or the disaffirmance of any of the BondsDebt Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the BondsDebt Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such 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) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Debt Securities until all of the Bonds Debt Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors Guarantor shall not have any liability for any obligations of the Guarantors Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (g) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article XII 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 Section 2 of Exhibit A Article XII shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity of the Bonds Debt Securities pursuant to Section 9.02 of the Indenture Article VI or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value received(FORM OF GUARANTEE) FOR VALUE RECEIVED, the Guarantors Guarantor, hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners and to holder of the Trustee Security upon which this Guarantee is endorsed the due and punctual payment of the Company Obligationsprincipal of, sinking fund payment, if any, premium, if any, or interest on said Security, when and as such Company Obligations the same shall become due and payable payable, whether at maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture and this Agreementreferred to therein. The guarantees by Guarantor agrees to determine, at least one business day prior to the Guarantors set forth in this Section 2 date upon which a payment of Exhibit A are referred principal of, sinking fund payment, if any, premium, if any, or interest on said Security is due and payable, whether the Company has available the funds to herein make such payment as the “Guarantees.” Without limiting the generality same shall become due and payable. In case of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part failure of the Company Obligations punctually to pay any such principal, sinking fund payment, if any, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and would be owed as the same shall become due and payable, whether at maturity, upon redemption, or otherwise, and as if such payment were made by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be fullunconditional, irrevocable, unconditional and absolute, irrespective of the validity, regularity regularity, or enforceability of the Company Obligations, the Guarantees said Security or this Agreementsaid Indenture, the absence of any action to enforce the same, any waiver or consent by any party the Holder of said Security with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 merger or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or such Guarantornotice with respect to said Security or indebtedness evidenced thereby, and all demands whatsoever 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 this Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued obligations contained in existence notwithstanding such application, said Security and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been madein this Guarantee. The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer and the Trustee holder of said Security against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementGuarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of the holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of, of or based upon, upon such right of subrogation with respect to any until the principal of the Company Obligations until and premium, if any, and interest on all of the Bonds and the Guarantees Securities shall have been paid in full or payment thereof shall have been indefeasibly paid provided for in full accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or discharged. A director, officer, employee, stockholder, partner or member, as such, interest by the Company on the Securities to the holders of the Guarantors Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall not have be avoided by a trustee in bankruptcy (including any liability for any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, then and to the extent of such repayment, the obligations of the Guarantors under the Indenture Guarantor hereunder shall remain in full force and effect. This Guarantee shall not be valid or this Agreement or become obligatory for any claim based on, in purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee (or the Authentication Agent). This Guarantee shall be governed by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part laws of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 State of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable lawNew York.

Unconditional Guarantees. For value received(FORM OF GUARANTEE) FOR VALUE RECEIVED, the Guarantors Guarantor hereby fully, irrevocably, fully and unconditionally and absolutely guarantee guarantees to the Owners and to holder of the Trustee Security upon which this Guarantee is endorsed the due and punctual payment of the Company Obligationsprincipal of, sinking fund payment, if any, premium, if any, or interest on said Security, when and as such Company Obligations the same shall become due and payable payable, whether at the maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture and this Agreementreferred to therein. The guarantees by Guarantor agrees to determine, at least one Business Day prior to the Guarantors set forth in this Section 2 date upon which a payment of Exhibit A are referred principal of, sinking fund payment, if any, premium, if any, or interest on said Security is due and payable, whether the Company has available the funds to herein make such payment as the “Guarantees.” Without limiting the generality same shall become due and payable. In case of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part failure of the Company Obligations punctually to pay any such principal, sinking fund payment, if any, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and would be owed as the same shall become due and payable, whether at maturity, upon redemption, or otherwise, and as if such payment were made by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be fullunconditional, irrevocable, unconditional and absolute, irrespective of the validity, regularity regularity, or enforceability of the Company Obligations, the Guarantees said Security or this Agreementsaid Indenture, the absence of any action to enforce the same, any waiver or consent by any party the holder of said Security with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 merger or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or such Guarantornotice with respect to said Security or indebtedness evidenced thereby, and all demands whatsoever 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 this Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued obligations contained in existence notwithstanding such application, said Security and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been madein this Guarantee. The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer and the Trustee holder of said Security against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementGuarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of the holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of, of or based upon, upon such right of subrogation with respect to any until the principal of the Company Obligations until and premium, if any, and interest on all of the Bonds and the Guarantees Securities shall have been paid in full or payment thereof shall have been indefeasibly paid provided for in full accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or discharged. A director, officer, employee, stockholder, partner or member, as such, interest by the Company on the Securities to the holders of the Guarantors Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall not have be avoided by a trustee in bankruptcy (including any liability for any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, then and to the extent of such repayment, the obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, Guarantor hereunder shall remain in respect of or by reason of such full force and effect. The obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy Guarantor under this Section 2 of Exhibit A and Guarantee are, to 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 extent provided in law or equity. Nothing contained the Indenture, subordinate and junior in this Section 2 of Exhibit A shall limit the right of payment to the Trusteeprior payment in full of all Senior Indebtedness, and this Guarantee is issued subject to the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 provisions of the Indenture with respect thereto. Each holder of the Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to pursue take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any rights and all such purposes. Each holder of the Security upon which this Guarantee is endorsed, by his or remedies hereunder her acceptance thereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or under applicable lawhereafter incurred, and waives reliance by each holder upon said provisions. This Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until the Certificate of Authentication on such Security shall have been signed by the Trustee (or the Authentication Agent). This Guarantee shall be governed by the laws of the State of New York.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders of the applicable series of Securities (the “Guaranteed Securities”) and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest, if any, on the applicable series of Guaranteed Securities and all other amounts due and payable under this Indenture with respect to such series of Guaranteed Securities and under such Guaranteed Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, such Guaranteed Securities and the applicable Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest, if any, and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture such Guaranteed Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article Nine are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under the Agreement this Indenture with respect to such Guaranteed Securities and under such Guaranteed 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 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 (subject to Section 3.07, whether for taxes, withholding or otherwise). Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each the Guarantor and will to rank pari passu in right of payment with all indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Guaranteed Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest, if any, on the Guaranteed Securities or any other amounts payable under this AgreementIndenture in relation to such series of Guaranteed Securities and such Guaranteed Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders of such Guaranteed Securities or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders of such Guaranteed Securities, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each any Guarantor under this Section 2 of Exhibit A Article Nine 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 any other obligor with respect to the Company or such Guarantor Guaranteed Securities contained in any of the Indenture Guaranteed Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Guaranteed Securities or this Indenture or this Agreement 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 the BondsGuaranteed Securities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Guaranteed Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementGuaranteed Securities, (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 of, or other similar proceeding affecting, either of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsGuaranteed Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Guaranteed Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 any Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the applicable 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee its Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee its 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 its Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. . (e) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Guaranteed Securities until all of the Bonds Guaranteed Securities of the series to which its Guarantees relate and the its Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders of the applicable series of Guaranteed Securities, any right, power, privilege or remedy under this Section 2 of Exhibit A Article Nine and the such 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 Section 2 of Exhibit A Article Nine shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Guaranteed Securities pursuant to Section 9.02 of the Indenture Article Five or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to each Holder of a Debt Security authenticated and delivered by the Owners Trustee, and to the Trustee Trustee, on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Debt Securities and all other amounts due and payable under this Indenture and the Debt Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Debt Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article XII are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 Company. . (b) 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all indebtedness Indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsDebt Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of, or premium, if any, or interest on the Debt Securities of any series or any other amounts payable under this AgreementIndenture and the Debt Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture6.04 hereof, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each the Guarantor under this Section 2 of Exhibit A 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 or such the Guarantor contained in any of the Indenture Debt Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Indenture Debt Securities or this Agreement 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 the BondsDebt Securities, including all or any part of the rights of the Company or such the Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Debt Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such the Guarantor set forth in the Indenture or this AgreementIndenture, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors Guarantor or any of their respective assets, or the disaffirmance of any of the BondsDebt Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the BondsDebt Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such 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) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Debt Securities until all of the Bonds Debt Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors Guarantor shall not have any liability for any obligations of the Guarantors Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (g) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article XII 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 Section 2 of Exhibit A Article XII shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity of the Bonds Debt Securities pursuant to Section 9.02 of the Indenture Article VI or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, Liquidated Damages, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the "Indenture Obligations"), when and as such Company Obligations principal, premium, if any, Liquidated Damages, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “"Guarantees.” " Without limiting the generality of the foregoing, the Guarantors’ Guarantor's liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all indebtedness Indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsSecurities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of, or premium, if any, Liquidated Damages, if any, or interest on the Securities of any series or any other amounts payable under this AgreementIndenture and the Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06 hereof, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each the Guarantor under this Section 2 of Exhibit A Article IX 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 such the Guarantor contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Indenture Securities or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such the Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such the Guarantor set forth in the Indenture or this AgreementIndenture, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors Guarantor or any of their respective assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the BondsSecurities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such 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) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors Guarantor shall not have any liability for any obligations of the Guarantors Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (g) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity of the Bonds Securities pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors each Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders of the applicable series of Securities (the “Guaranteed Securities”) and to the Trustee the due and punctual payment of the principal of and premium, if any, and interest, if any, on the applicable series of Guaranteed Securities and all other amounts due and payable under this Indenture with respect to such series of Guaranteed Securities and under such Guaranteed Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, such Guaranteed Securities and the applicable Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal of, premium, if any, and interest, if any, and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture such Guaranteed Securities and this AgreementIndenture. The guarantees by the Guarantors each Guarantor set forth in this Section 2 of Exhibit A Article Nine are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ each Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under the Agreement this Indenture with respect to such Guaranteed Securities and under such Guaranteed 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)whatsoever. Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each Guarantor and will to rank pari passu in right of payment with all indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such the Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Guaranteed Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, or interest, if any, on the Guaranteed Securities or any other amounts payable under this AgreementIndenture in relation to such series of Guaranteed Securities and such Guaranteed Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders of such Guaranteed Securities or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders of such Guaranteed Securities, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each any Guarantor under this Section 2 of Exhibit A Article Nine 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 any other obligor with respect to the Company or such Guarantor Guaranteed Securities contained in any of the Indenture Guaranteed Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Guaranteed Securities or this Indenture or this Agreement 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 the BondsGuaranteed Securities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Guaranteed Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementGuaranteed Securities, (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 of, or other similar proceeding affecting, either of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsGuaranteed Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Guaranteed Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such Guarantor. To the fullest extent permitted by applicable law, each any Guarantor (other than payment in full). (d) 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 any Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the applicable 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee its Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee its 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 its Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Guaranteed Securities until all of the Bonds Guaranteed Securities of the series to which its Guarantees relate and the its Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders of the applicable series of Guaranteed Securities, any right, power, privilege or remedy under this Section 2 of Exhibit A Article Nine and the such 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 Section 2 of Exhibit A Article Nine shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Guaranteed Securities pursuant to Section 9.02 of the Indenture Article Five or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee Subject to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors any other provisions set forth in this Section 2 of Exhibit A are the Board Resolution or supplemental indenture relating to a particular series, each Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee to be referred to herein as the “Guarantees.” Without limiting "Guarantee") to each Holder of Securities of such Series authenticated and delivered by the generality Trustee and to the Trustee and its successors and assigns, that: (i) the principal of and interest on the Securities of such se- ries will be promptly paid in full when due, whether at Maturity, by accxxxxation or otherwise and interest on the overdue principal, if any, and interest on any interest of the foregoing, the Guarantors’ liability shall extend to Securities of such series and all amounts that constitute part other obligations of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities of such series or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal whether at Maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 1404; provided, however, that notwithstanding anything contained herein to the contrary, no Guarantor shall be liable under this Indenture until it becomes a bankruptcy, reorganization direct or similar proceeding involving indirect Subsidiary of the Company. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Securities of such series or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 1403, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations contained in the Securities of the applicable series, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Five, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. (a) For value received, the Guarantors each Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders of the applicable series of Securities (the “Guaranteed Securities”) and to the Trustee the due and punctual payment of the principal of and premium, if any, and interest, if any, on the applicable series of Guaranteed Securities and all other amounts due and payable under this Indenture with respect to such series of Guaranteed Securities and under such Guaranteed Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, such Guaranteed Securities and the applicable Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal of, premium, if any, and interest, if any, and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture such Guaranteed Securities and this AgreementIndenture. The guarantees by the Guarantors each Guarantor set forth in this Section 2 of Exhibit A Article Nine are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ each Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under the Agreement this Indenture with respect to such Guaranteed Securities and under such Guaranteed 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)whatsoever. Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each Guarantor and will to rank pari passu in right of payment with all indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such the Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Guaranteed Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, or interest, if any, on the Guaranteed Securities or any other amounts payable under this AgreementIndenture in relation to such series of Guaranteed Securities and such Guaranteed Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders of such Guaranteed Securities or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders of such Guaranteed Securities, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each any Guarantor under this Section 2 of Exhibit A Article Nine 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 any other obligor with respect to the Company or such Guarantor Guaranteed Securities contained in any of the Indenture Guaranteed Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Guaranteed Securities or this Indenture or this Agreement 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 the BondsGuaranteed Securities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Guaranteed Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementGuaranteed Securities, (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 of, or other similar proceeding affecting, either of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsGuaranteed Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Guaranteed Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 any Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the applicable 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee its Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee its 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 its Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Guaranteed Securities until all of the Bonds Guaranteed Securities of the series to which its Guarantees relate and the its Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders of the applicable series of Guaranteed Securities, any right, power, privilege or remedy under this Section 2 of Exhibit A Article Nine and the such 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 Section 2 of Exhibit A Article Nine shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Guaranteed Securities pursuant to Section 9.02 of the Indenture Article Five or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each the Guarantor and will to rank pari part passu in right of payment with all indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Securities or any other amounts payable under this AgreementIndenture and the Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each the Guarantor under this Section 2 of Exhibit A Article IX 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 any other obligor with respect to the Company or such Guarantor Securities contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such the Guarantor or any of their respective 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 Company, such Guarantor, the Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such the Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, either of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such Guarantee the 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) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ each Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each Guarantor the Guarantors and will to rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Securities or any other amounts payable under this AgreementIndenture and such Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors such Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A Article IX shall be as aforesaid full, irrevocable, unconditional and absolute and except as set forth in this Article IX 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 any other obligor with respect to the Company or such Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, any of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. To the fullest extent permitted by applicable law, each . (d) 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, amalgamation, 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee the 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ each Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees of the Upper Tier Notes Guarantors and Nabors Bermuda are intended to be a general, unsecured, senior obligation obligations of each Guarantor such Guarantors and will to rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such Guarantor. The Guarantees of the Lower Tier Notes Guarantors are intended to be unsecured obligations and subordinated in right of payment to guarantees by the Lower Tier Notes Guarantors of Senior Guaranteed Debt, including obligations under the 2022 Credit Agreement, pursuant to the terms of the Subordination Agreement. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Securities or any other amounts payable under this AgreementIndenture and such Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors such Guarantor to enforce the Guarantees without first proceeding against the Company. , subject to the provisions of the Subordination Agreement. (c) To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A Article IX shall be as aforesaid full, irrevocable, unconditional and absolute and except as set forth in this Article IX 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 any other obligor with respect to the Company or such Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, any of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. To the fullest extent permitted by applicable law, each . (d) 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, amalgamation, 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee the 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value receivedEach Guarantor hereby unconditionally, the Guarantors hereby fullyjointly and severally, irrevocably, unconditionally and absolutely irrevocably guarantees (each such guarantee to be referred to herein as a Guarantee) to each Holder of the Owners Notes and its successors and assigns, that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the Trustee overdue principal, if any, and interest on any interest of the due Notes and punctual payment all other obligations of the Company Obligationsto the Holders or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when and as such Company Obligations shall become due and payable according to or performed in accordance with the terms of the Indenture and this Agreement. The guarantees extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, to the Guarantors limitations set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor2.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, Notes or the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 2.03, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations of the Company contained in the respective Notes and the Indenture with respect to the respective Series of Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in the Indenture, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. For (a) Subject to this Article Fifteen, for value received, the Guarantors hereby hereby, jointly and severally, fully, irrevocably, unconditionally and absolutely guarantee to the Owners Holders and to the Trustee the due and punctual payment of the Company principal of and premium, if any, and interest on the Securities, the due and punctual payment of any Additional Amounts that may be payable with respect to the Securities and all other amounts due and payable under this Indenture and the Securities by the Issuer (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, and interest and any Additional Amounts and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article Fifteen are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company Issuer under this Indenture and the Agreement 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 CompanyIssuer. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor the Guarantors will be 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), except as would otherwise be available to the Issuer. Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each Guarantor and will to rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, or interest on the Securities of any series or any Additional Amounts or any other amounts payable under this AgreementIndenture and such Securities by the Issuer, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors any Guarantor to enforce the Guarantees of such series without first proceeding against the Company. Issuer. (c) To the fullest extent permitted by applicable law, the obligations of each a Guarantor under this Section 2 of Exhibit A Article Fifteen 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 any other obligor with respect to the Company or such Guarantor Securities contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such Guarantor Issuer 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 Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, such GuarantorIssuer, the Trustee Guarantors or the Issuer Trustee of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such Guarantor the Guarantors under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company Issuer or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company Issuer or such 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 or such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, the Company Issuer or any of the Guarantors or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company Issuer or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate or comparable existence, or ownership of the Company Issuer or such 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 such Guarantor. To the fullest extent permitted by applicable law, each Guarantors. (d) 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, Issuer 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee the 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. The Guarantors . (i) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company Issuer in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. (ii) Each Guarantor and, by its acceptance of Securities of any series, each Holder of such series of Securities hereby confirm that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, Canadian, provincial or state law to the extent applicable to any Guarantee. A directorTo effectuate the foregoing intention, officerthe Trustee, employee, stockholder, partner or member, as such, the Holders of such series and the Guarantors shall not have any liability for any hereby irrevocably agree that the obligations of such Guarantor will be limited to the Guarantors under the Indenture maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or this Agreement payments made by or for on behalf of any claim based on, other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Article Fifteen, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, Canadian, provincial or state law. Until such time as the Securities of such series are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under applicable Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article Fifteen. Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to seek contribution from each other Guarantor in a pro rata amount based on the net assets of each Guarantor determined in accordance with GAAP at the time of such obligations payment or their creation. distribution, or as otherwise agreed to between the Guarantors, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A Article Fifteen shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities of either series pursuant to Section 9.02 of the Indenture Article Five or to pursue any rights or remedies hereunder or under applicable law. (g) Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee and waivers pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Unconditional Guarantees. (a) For value received, the Guarantors Subsidiary Guarantors, jointly and severally, hereby fully, irrevocably, unconditionally and absolutely guarantee to the Owners Holders and to the Trustee the due and punctual payment, subject to any applicable grace period provided for such payment by the terms of this Indenture or the specific terms of such Guaranteed Securities, of the principal of, and premium, if any, and interest on the Guaranteed Securities and all other amounts due and payable under this Indenture and the Guaranteed Securities by the Company Obligations, when and as such Company Obligations principal, premium, if any, and interest shall become due and payable payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Indenture Guaranteed Securities and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “GuaranteesIndenture.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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 lawb) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Subsidiary Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank Subsidiary Guarantor, ranking pari passu in right of payment with all indebtedness of each such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor. Each Guarantor of the Subsidiary Guarantors hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsGuaranteed Securities, any of the Subsidiary Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Subsidiary Guarantor. The Guarantor Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the Company Obligations under this Agreementprincipal of, or premium, if any, or interest on the Guaranteed Securities, whether at the maturity, upon redemption Stated Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to the Section 9.04 of the Indenture507, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantees without first proceeding against the Company. To . (c) Subject to the fullest extent permitted by applicable lawterms of this Indenture, the obligations of each Subsidiary Guarantor under this Section 2 of Exhibit A Article Fifteen shall be be, as aforesaid 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 such any Subsidiary Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Subsidiary 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 Lawbankruptcy law, as amendedthe same may be amended from time to time, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, such Guarantor, any Subsidiary Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Indenture Securities or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Subsidiary Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such any Subsidiary Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such any Subsidiary 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 such any Subsidiary Guarantor set forth in the Indenture or this AgreementIndenture, except in accordance with this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of any of the BondsSecurities, the Subsidiary Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such any Subsidiary 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 the BondsSecurities, the Guarantees, the Subsidiary Guarantees or this Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or such Guarantor. To guarantor. (d) Each of the fullest extent permitted by applicable law, each Guarantor Subsidiary Guarantors 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 a Subsidiary Guarantor, all demands whatsoever, all benefits of any otherwise applicable statutes of limitations, all suretyship defenses and rights of every nature that might otherwise be asserted to be available under California law or the laws of any other jurisdiction, including without limitation all defenses arising under Sections 2787 through 2855, inclusive, and Sections 2899 and 3433 of the California Civil Code and any successor provisions of those Sections, and all demands other rights and notices whatsoever, defenses the assertion or exercise of which would in any way diminish the liability of the Subsidiary Guarantors or the Company pursuant to the Securities and (ii) acknowledges that any agreement, instrument or document evidencing the Subsidiary 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 Subsidiary Guarantees without notice to them and (iii) acknowledges and covenants that its Guarantee the Subsidiary Guarantees will not be discharged except by complete performance of the GuaranteesSubsidiary Guarantees or otherwise in accordance with this Indenture. Each Subsidiary Guarantor and the Company further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Subsidiary Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such the Company or any Subsidiary Guarantor, such Subsidiary 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 Subsidiary Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors . (e) Each Subsidiary Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Subsidiary Guarantor pursuant to the provisions of the Indenture and this Agreement; Indenture, provided, however, that the Guarantors no Subsidiary 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 the Company Obligations until all of the Bonds Guaranteed Securities and the Subsidiary Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors any Subsidiary Guarantor shall not have any liability for any obligations of the Guarantors such Subsidiary Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure . (i) In the event the obligations of the Company or any Subsidiary Guarantor pursuant to exercise and no delay in exercisingany Securities or hereunder becomes secured by real or personal property, on the part of each Subsidiary Guarantor authorizes the Trustee, at its sole option, without notice or demand and without affecting the Issuer liability of the Subsidiary Guarantors hereunder, to release and reconvey (with or without the Ownersreceipt of any consideration) any Lien against any or all real or personal property security for such obligations, to foreclose any or all deeds of trust, mortgages, security agreements or other instruments or agreements by judicial or nonjudicial sale, and to exercise any other remedy against the Company, any rightsecurity or any Subsidiary Guarantor or any other guarantor, powerall without affecting the liability of the Subsidiary Guarantors hereunder; (ii) each Subsidiary Guarantor waives any defenses or benefits that may be derived from California Code of Civil Procedure Sections 580a, privilege 580b, 580d or remedy under this Section 2 726, or comparable provisions of Exhibit A the laws of the State of California or any other jurisdiction, and the Guarantees shall operate as a waiver thereof, nor shall each Subsidiary Guarantor waives any single or partial exercise right to receive notice of any rightsjudicial or nonjudicial sale or foreclosure of any real property, powerand any failure to receive such notice shall not impair or affect Guarantor's liability hereunder; (iii) each Subsidiary Guarantor waives all rights and defenses arising out of any election of remedies by the Trustee, privilege even if such election of remedies, including nonjudicial foreclosure with respect to security for a guaranteed obligation, may destroy such Subsidiary Guarantor's rights of subrogation and reimbursement against the Company or remedy preclude any other principal by operation of Section 580d of the California Code of Civil Procedure or further exercise thereof, or otherwise; (iv) each Subsidiary Guarantor acknowledges that it has hereby waived (to the exercise extent stated herein) any and all rights of subrogation and reimbursement and any other rights, powers, privileges or remedies. The rights and defenses available to such Subsidiary Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including (A) any defenses such Subsidiary Guarantor may have to its guaranty obligations by reason of an election of remedies herein provided for are cumulative by the Trustee and not exclusive of (B) any rights or remedies provided in law defenses such Subsidiary Guarantor may have by reason of protection afforded to the Company or equity. Nothing contained in this Section 2 of Exhibit A shall limit any other principal with respect to the right obligation so guaranteed pursuant to the antideficiency or other laws of the TrusteeState of California limiting or discharging the Company's indebtedness, the Issuer including, without limitation, Sections 580a, 580b, 580d, or the Owners to take any action to accelerate the maturity 726 of the Bonds pursuant to Section 9.02 California Code of the Indenture or to pursue any rights or remedies hereunder or under applicable lawCivil Procedure.

Unconditional Guarantees. (a) For value received, the Guarantors each Guarantor, jointly and severally, hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the "Indenture Obligations"), when and as such Company Obligations principal, premium, if any, Liquidated Damages, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “"Guarantees.” " Without limiting the generality of the foregoing, the Guarantors’ each Guarantor's liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each Guarantor and will rank pari passu in right of payment with all indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such the Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or interest on the Securities or any other amounts payable under this AgreementIndenture and the Securities by the Company, whether at the maturityStated 42 Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors such Guarantor to enforce the Guarantees without first proceeding against the Company. Company or the other Guarantor. (c) To the fullest extent permitted by applicable law, the obligations of each Guarantor the Guarantors under this Section 2 of Exhibit A Article IX 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 any other obligor with respect to the Company or such Guarantor Securities contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such Guarantor the Guarantors or any of their respective 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 Company, such Guarantor, the Guarantors or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such Guarantor the Guarantors under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 or such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, any of the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 Guarantorthe 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors Guarantor shall not be entitled to enforce or to receive any payments arising 43 out of, or based upon, such right of subrogation with respect to any of the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors a Guarantor shall not have any liability for any obligations of the Guarantors Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (g) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity of the Bonds Securities pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ each Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees are intended to be a general, unsecured, senior obligation obligations of each Guarantor and will to rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Securities of either series or any other amounts payable under this AgreementIndenture and such Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors such Guarantor to enforce the Guarantees of such series without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A Article IX shall be as aforesaid full, irrevocable, unconditional and absolute and except as set forth in this Article IX 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 any other obligor with respect to the Company or such Guarantor Securities contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, any of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. To the fullest extent permitted by applicable law, each . (d) 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, amalgamation, 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee the 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities of either series pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value received, the Guarantors (a) The Company hereby fully, irrevocably, unconditionally and absolutely irrevocably guarantees, on a senior basis (such guarantee to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are be referred to herein as the “Guarantees.” Without limiting "Parent Guarantee") to each Holder of a Note authenticated and delivered by the generality Trustee and to the Trustee and its successors and assigns, irrespective of the foregoingvalidity and enforceability of this Indenture, the Guarantors’ liability shall extend to all amounts that constitute part Notes or the Obligations of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended Issuer or not allowable due any Subsidiary Guarantors to the existence Holders or the Trustee hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of a bankruptcyHolders pursuant to the provisions of the Notes relating thereto, reorganization by acceleration or similar proceeding involving otherwise, and interest (to the Companyextent permitted by law) on the overdue principal, premium, if any, and interest, if any, on the Notes and all other Obligations of the Issuer to the Holders or the Trustee hereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount guaranteed so guaranteed, or failing performance of any other Obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, the Company shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Parent Guarantee and shall entitle the Holders of Notes to accelerate the Obligations of the Company in the same manner and to the same extent as the Obligations of the Issuer. (b) Subject to the provisions of this Article Twelve, each future Subsidiary Guarantor, if any, shall, jointly and severally, unconditionally and irrevocably guarantee, on a senior basis (such guarantee to be referred to herein as a "Subsidiary Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuer, the Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Notes (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the Guaranteesprovisions of the Notes relating thereto, by acceleration or otherwise, and interest (to the extent permitted by law) on the overdue principal, premium, if any, and interest, if any, on the Notes and all other Obligations of the Issuer to the Holders or the Trustee hereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor will shall be obligated (to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under each such Subsidiary Guarantee, and shall entitle the Holders of Notes to accelerate the Obligations of the Subsidiary Guarantors in the same manner and to the fullest same extent permitted by applicable lawas the Obligations of the Issuer. (c) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder Obligations under its Guarantee are and shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Notes or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same same, whether or not a notation of any Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 waives the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 Guarantorthe Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever 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 Guarantee will shall not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture, the Parent Guarantee and the Subsidiary Guarantees. Each Guarantee is and shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any Custodian acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to that, as between it, on the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights Holders of the Owners, the Issuer Notes and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners(a) subject to this Article Twelve, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 Obligations guaranteed may be accelerated as provided in Article Six hereof for the purposes of its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture Obligations guaranteed thereby, and (b) in the event of any acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of its Guarantee. (d) Subject to pursue any rights the terms of Section 12.05, each Guarantor that makes a payment or remedies hereunder or distribution under applicable lawits Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantees. For value receivedEach Guarantor hereby unconditionally, the Guarantors hereby fullyjointly and severally, irrevocably, unconditionally and absolutely irrevocably guarantees (each such guarantee to be referred to herein as a Guarantee) to each Holder of the Owners Notes and its successors and assigns, that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the Trustee overdue principal, if any, and interest on any interest of the due Notes and punctual payment all other obligations of the Company Obligationsto the Holders or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when and as such Company Obligations shall become due and payable according to or performed in accordance with the terms of the Indenture and this Agreement. The guarantees extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, to the Guarantors limitations set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor2.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, Notes or the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 2.03, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations of the Company contained in the Notes and the Indenture with respect to the Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in the Indenture, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. For value received(FORM OF GUARANTEE) FOR VALUE RECEIVED, the Guarantors Guarantor, hereby fully, irrevocably, irrevocably and unconditionally and absolutely guarantee guarantees to the Owners registered holder of this Debt Security upon which this Guarantee is endorsed that: (i) principal of, premium, if any, interest and any other payments on said security will be promptly paid in full when due, subject to any applicable grace period, whether on the stated maturity, on an interest payment date, by acceleration, by call for redemption, upon repurchase or purchase pursuant to the Trustee Indenture referred to therein or otherwise, and interest on the due overdue principal and punctual payment premium, if any, and interest on any interest or any other payment, to the extent lawful (in each case including interest accruing on or after filing of any petition in bankruptcy or reorganization relating to the Issuer or the Guarantor, whether or not a claim for post-filing interest is allowed in each proceeding) and all other obligations of the Company ObligationsIssuer to the registered holder of this Debt Security under this Debt Security or the Indenture will be promptly paid in full when due or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of said Debt Security or of any such other obligations, the same will be promptly paid in full when and as such Company Obligations shall become due and payable according to or performed in accordance with the terms of the Indenture and this Agreement. The guarantees extension or renewal, subject to any applicable grace period, whether at maturity, on an interest payment date, by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoingacceleration, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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 required repurchase or otherwise). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees or this Agreement, the absence of any action to enforce the same, any waiver or consent by any party with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and unaffected by, any invalidity, irregularity or unenforceability of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption Debt Security or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by any failure to enforce the Owners, on the terms and conditions set forth in provisions of this Debt Security or the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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, modification or indulgence granted to the Issuer with respect thereto by the holders of this Debt Security or modification ofthe Trustee, or any change in, any of the obligations and liabilities of the Company or such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might may otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or guarantor; provided that, notwithstanding the foregoing, no such Guarantor. To waiver, modification, indulgence or circumstance shall without the fullest extent permitted by applicable law, each written consent to the Guarantor hereby (i) waives diligence, presentment, demand increase the principal amount of payment, notice of acceptance, filing of claims with a court in this Debt Security or the event interest rate thereon or This Guarantee is dated the date 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 Guarantee will not be discharged except by complete performance of the GuaranteesDebt Security upon which it is endorsed. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned If for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such this Guarantee shall, to the extent that such payment is or must be rescinded or returned, shall be deemed to have continued be unenforceable, the Guarantor hereby irrevocably and unconditionally agrees as a primary obligor to indemnify fully the registered holder of this Debt Security upon which this Guarantee is endorsed for and against any amounts owed by the Issuer in existence notwithstanding such application, respect of this Debt Security and the Guarantees shall continue to Indenture that otherwise would be effective or be reinstated, as the case may be, as though such application had not been madepayable under this Guarantee. The Guarantors Guarantor shall be subrogated to all rights of the Owners, holder of said Security against the Issuer and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementGuarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of the holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of, of or based upon, upon such right of subrogation with respect to any until the principal of the Company Obligations until and premium, if any, and interest on all of the Bonds and the Guarantees Securities shall have been paid in full or payment thereof shall have been indefeasibly paid provided for in full accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or discharged. A director, officer, employee, stockholder, partner or member, as such, interest by the Issuer on the Securities to the holders of the Guarantors Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall not have be avoided by a trustee in bankruptcy (including any liability for any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, then and to the extent of such repayment, the obligations of the Guarantors Guarantor hereunder shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, upon consummation of the Merger, the Company will assume all of the Issuer's obligations on this Debt Security and under the Indenture Indenture, and the Company will be automatically and unconditionally released and discharged from its obligations under this Guarantee. This Guarantee shall not be valid or this Agreement or become obligatory for any claim based on, in purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee (or the Authentication Agent). This Guarantee shall be governed by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part laws of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 State of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable lawNew York.

Unconditional Guarantees. For value receivedEach Guarantor hereby unconditionally, jointly and severally, guarantees to each Holder of a Note authenticated by the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee to the Owners Trustee and to the Trustee and its successors and assigns that: the due principal of, premium, if any, interest and punctual payment Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Notes and all other obligations of the Company Obligations, when and as such Company Obligations shall become due and payable according Issuer to the Holders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms of hereof and thereof; subject, however, to the Indenture and this Agreement. The guarantees by the Guarantors limitations set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” 11.3. Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is notCott hereunder, by its terms, expressly subordinated in right of payment to Cott also unconditionally guarantees the Guarantee of such Guarantoreach other Guarantor hereunder. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Notes or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorIssuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and notices whatsoever, (ii) acknowledges covenants 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 Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by the Issuer or any Guarantor to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in Article VI for the purpose of the Indenture Guarantees, notwithstanding any stay, injunction or to pursue other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any rights acceleration of such obligations as provided in Article VI, such obligations (whether or remedies hereunder or under applicable lawnot due and payable) shall become due and payable by each Guarantor for the purpose of the Guarantees.

Unconditional Guarantees. For value received(FORM OF GUARANTEE) FOR VALUE RECEIVED, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners and to holder of the Trustee Security upon which this Guarantee is endorsed the due and punctual payment of the Company Obligationsprincipal of, sinking fund payment, if any, premium, if any, or interest on said Security, when and as such Company Obligations the same shall become due and payable payable, whether at maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture and this Agreementreferred to therein. The guarantees by Guarantor agrees to determine, at least one Business Day prior to the Guarantors set forth in this Section 2 date upon which a payment of Exhibit A are referred principal of, sinking fund payment, if any, premium, if any, or interest on said Security is due and payable, whether the Company has available the funds to herein make such payment as the “Guarantees.” Without limiting the generality same shall become due and payable. In case of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part failure of the Company Obligations punctually to pay any such principal, sinking fund payment, if any, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and would be owed as the same shall become due and payable, whether at maturity, upon redemption, or otherwise, and as if such payment were made by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be fullunconditional, irrevocable, unconditional and absolute, irrespective of the validity, regularity regularity, or enforceability of the Company Obligations, the Guarantees said Security or this Agreementsaid Indenture, the absence of any action to enforce the same, any waiver or consent by any party the holder of said Security with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 merger or bankruptcy of the Company Company, any right to require a proceeding first against the Company, protest or such Guarantornotice with respect to said Security or indebtedness evidenced thereby, and all demands whatsoever 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 this Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued obligations contained in existence notwithstanding such application, said Security and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been madein this Guarantee. The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer and the Trustee holder of said Security against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementGuarantee; provided, however, that the Guarantors Guarantor shall not not, without the consent of the holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of, of or based upon, upon such right of subrogation with respect to any until the principal of the Company Obligations until and premium, if any, and interest on all of the Bonds and the Guarantees Securities shall have been paid in full or payment thereof shall have been indefeasibly paid provided for in full accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or discharged. A director, officer, employee, stockholder, partner or member, as such, interest by the Company on the Securities to the holders of the Guarantors Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall not have be avoided by a trustee in bankruptcy (including any liability for any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such holder to such trustee in bankruptcy, then and to the extent of such repayment, the obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, Guarantor hereunder shall remain in respect of or by reason of such full force and effect. The obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy Guarantor under this Section 2 of Exhibit A and Guarantee are, to 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 extent provided in law or equity. Nothing contained the Indenture, subordinate and junior in this Section 2 of Exhibit A shall limit the right of payment to the Trusteeprior payment in full of all Senior Indebtedness, and this Guarantee is issued subject to the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 provisions of the Indenture with respect thereto. Each holder of the Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to pursue take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any rights and all such purposes. Each holder of the Security upon which this Guarantee is endorsed, by his or remedies hereunder her acceptance thereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or under applicable lawhereafter incurred, and waives reliance by each holder upon said provisions. This Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee (or the Authentication Agent). This Guarantee shall be governed by the laws of the State of New York.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to each Holder of a Debt Security authenticated and delivered by the Owners Trustee, and to the Trustee Trustee, on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest on the Debt Securities and all other amounts due and payable under this Indenture and the Debt Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the "Indenture Obligations"), when and as such Company Obligations principal, premium, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Debt Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article XII are referred to herein as the “"Guarantees.” " Without limiting the generality of the foregoing, the Guarantors’ Guarantor's liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 Company. . (b) 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). Each Guarantee hereunder is intended to be a general, unsecured, senior subordinated obligation of each the Guarantor and will be subordinate to all Guarantor Senior Indebtedness and rank pari passu in right of payment with all indebtedness other Indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsDebt Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of, or premium, if any, or interest on the Debt Securities of any series or any other amounts payable under this AgreementIndenture and the Debt Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture6.04 hereof, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each the Guarantor under this Section 2 of Exhibit A 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 or such the Guarantor contained in any of the Indenture Debt Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Indenture Debt Securities or this Agreement 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 the BondsDebt Securities, including all or any part of the rights of the Company or such the Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Debt Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such the Guarantor set forth in the Indenture or this AgreementIndenture, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors Guarantor or any of their respective assets, or the disaffirmance of any of the BondsDebt Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the BondsDebt Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such 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) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Debt Securities until all of the Bonds Debt Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors Guarantor shall not have any liability for any obligations of the Guarantors Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (g) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article XII 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 Section 2 of Exhibit A Article XII shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity of the Bonds Debt Securities pursuant to Section 9.02 of the Indenture Article VI or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value receivedEach Guarantor hereby unconditionally, the Guarantors hereby fullyjointly and severally, irrevocably, unconditionally and absolutely irrevocably guarantees (each such guarantee to be referred to herein as a Guarantee) to each Holder and its successors and assigns, that: (i) the Owners principal of, interest on and the Conversion Obligation (but only to the Trustee extent payable in cash or property other than Capital Stock of the due Company), if any, with respect to the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon conversion or repurchase, by acceleration or otherwise and punctual payment interest on the overdue principal, if any, and interest on any interest of the Notes and all other obligations of the Company Obligationsto the Holders or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when and as such Company Obligations shall become due and payable according to or performed in accordance with the terms of the Indenture and this Agreement. The guarantees extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, to the Guarantors limitations set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor7.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, Notes or the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 7.03, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations of the Company contained in the Notes and the Indenture with respect to the Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in the Indenture, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. For value received(a) Subject to the provisions of this Section 12, the Guarantors hereby fullyeach Guarantor hereby, irrevocablyjointly and severally, unconditionally and absolutely guarantee irrevocably guarantees, on an unsecured subordinated basis to each Note Holder and its successors and assigns, irrespective of the validity and enforceability of this Agreement, the Notes or the obligations of the Issuers or any other Guarantors to the Owners Note Holders under this Agreement or thereunder, that: (i) the principal of and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of the Issuers or the Note Holders pursuant to the Trustee the due and punctual payment provisions of the Company ObligationsNotes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuers to the Note Holders under this Agreement or thereunder and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when and as such Company Obligations shall become due and payable according to or performed in accordance with the terms of the Indenture and this Agreement. The guarantees extension or renewal, whether at maturity, by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended acceleration or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companyotherwise. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of any Issuer to the GuaranteesNote Holders under this Agreement or under its Notes, for whatever reason, each Guarantor will shall be obligated (to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Agreement or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors under this Agreement in the same manner and to the fullest same extent permitted by applicable lawas the obligations of the Issuers. (b) to pay Each of the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor Guarantors hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder under this Agreement shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Notes or this Agreement, the absence of any action to enforce the same, any waiver or consent by any party Note Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Companyany Issuer, any action to enforce the same same, whether or not a Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Guarantor hereby agrees that in the event of a default in payment Each of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 hereby waives the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 any Issuer or such Guarantorany other Guarantor or any other Person, any right to require a proceeding first against any Issuer or any other Guarantor or any other Person, protest, notice and all demands whatsoever 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 Guarantee will shall not be discharged except by complete performance of the Guaranteesobligations contained in the Notes, this Agreement and this Guarantee. Each Guarantee is a guarantee of payment and not of collection. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses incurred by any Holder in enforcing any rights under this Section 12). If any Holder is required by any court or otherwise to return to any Issuer or Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to such Issuer or such Guarantor, any amount paid by such Issuer or Guarantor to such Note Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to that, as between it, on the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue Note Holders and the Issuers, on the other hand, (i) subject to be effective or be reinstatedthis Section 12, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights maturity of the Ownersobligations guaranteed hereby may be accelerated as provided in Section 10.2 for the purposes of its Guarantee, the Issuer and the Trustee against the Company notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any amounts paid acceleration of such obligations as provided in Section 10.2, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of its Guarantee. (c) If any Notes remain outstanding following the consummation of a Qualified IPO and the IPO Entity has become the owner of 100% of the then-outstanding aggregate equity interests in the Carlyle Parent Entities, as a result of a Qualified Reorganization or otherwise, then the IPO Entity shall become a Guarantor under this Agreement and shall execute a supplemental agreement in which such IPO Entity agrees to be bound by the Guarantors pursuant terms of this Agreement as a Guarantor substantially in the form agreed to by the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A directorMubadala Investors. (d) No stockholder, officer, director, employee, stockholderpartner, partner member or memberincorporator, past, present or future, or any Guarantor, as such, of the Guarantors shall not have any personal liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or Guarantees by reason of his, her or its status as such obligations stockholder, officer, director, employee, partner, member or their creation. No failure incorporator. (e) The parties intend for the Notes to exercise and no delay in exercising, on be treated as recourse partnership liabilities for which the part Partner Holding Companies bear economic risk of loss within the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this meaning of Treasury Regulation Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law1.752-2.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantors, jointly and severally, hereby fully, irrevocably, unconditionally and absolutely guarantee (the "Guarantees") to the Owners Holders and to the Trustee the due complete and punctual payment and performance by the Company of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms obligations of the Indenture and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement but for Indenture (the fact that they are unenforceable"Obligations"), reducedand further agree to pay any and all reasonable expenses (including, limitedwithout limitation, impaired, suspended all fees and disbursements of counsel) which may be paid or not allowable due to incurred by the existence of a bankruptcy, reorganization Trustee or similar proceeding involving the Company. Holders in enforcing their rights under the Guarantees. (b) Failing payment or performance by the Company when due of any amount Obligation guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor the Guarantors, jointly and severally, will be obligated (to the fullest extent permitted by applicable law) to pay or perform the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise)immediately. Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor Guarantors hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity validity or enforceability of the Company ObligationsSecurities, the Guarantees or this Agreementthe Indenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Guarantor. The Guarantor Each of the Guarantors hereby agrees that in the event of a default in payment of the Company Obligations under this Agreementprincipal of, or premium, if any, or interest on the 2 Securities, whether at the maturity, upon redemption stated maturity or by declaration of acceleration acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 508 of the Indenture, by the OwnersHolders, on the terms and conditions set forth in the Indenture, directly against each of the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the . (c) The obligations of each Guarantor under this Section 2 of Exhibit A herein 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 such any Guarantor contained in the Indenture Securities or this Agreementthe Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 title 11, U.S. Code or any applicable Bankruptcy Lawsimilar Federal or state law for the relief of debtors, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds Securities or the Indenture or this Agreement or of the time for performance by the Company or such any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or of the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or such any Guarantor set forth herein or in the Indenture or this Agreement, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment reorganization of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, . (viiid) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. To the fullest extent permitted by applicable law, The Guarantors 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 a 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 Guarantee will not be discharged except by complete performance of the GuaranteesGuarantees or upon payment, performance and satisfaction in full by the Company of its obligations under the Indenture. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person person to any Guarantee is, or must be, rescinded or returned for any reason reasons whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such the Company or any Guarantor, such Guarantee Guarantee, as the case may be, 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, reinstated as though such application had not been made. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this Agreement; providedIndenture, howeverPROVIDED, HOWEVER, that the Guarantors no 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 the Company Obligations until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Debt Securities and all other amounts due and payable under this Indenture and the Debt Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Debt Securities and the Guarantees) (collectively, the "Indenture Obligations"), when and as such Company Obligations principal, premium, if any, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors Guarantor set forth in this Section 2 of Exhibit A Article XV are referred to herein as the “"Guarantees.” " Without limiting the generality of the foregoing, the Guarantors’ Guarantor's liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 Company. . (b) 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each the Guarantor and will rank pari passu in right of payment with all indebtedness Indebtedness of such the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such the Guarantor. Each The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Debt Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Debt Securities of any series or any other amounts payable under this AgreementIndenture and the Debt Securities by the Company, whether at the maturityMaturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture8.07, by the OwnersHolders, on the terms and conditions set forth in the Indenturethis In-denture, directly against the Guarantors Guarantor to enforce the Guarantees without first proceeding against the Company. . (c) To the fullest extent permitted by applicable law, the obligations of each the Guarantor under this Section 2 of Exhibit A Article XV 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 any other obligor with respect to the Company or such Guarantor Debt Securities contained in any of the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such the Guarantor or any of their respective estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision pro-vision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, such Guarantor, the Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Debt Securities or this Indenture or this Agreement 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 the BondsDebt Securities, including all or any part of the rights of the Company or such the Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Debt Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementDebt Securities, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors Guarantor or any of their respective assets, or the disaffirmance of any of the BondsDebt Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Debt Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such the Guarantor. To the fullest extent permitted by applicable law, each . (d) 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each The Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such the Guarantor, such 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) The Guarantors Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors Guarantor pursuant to the provisions pro-visions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors Guarantor shall not be entitled to enforce en-force or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations Debt Securities until all of the Bonds Debt Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors Guarantor shall not have any liability for any obligations of the Guarantors Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (g) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article XV 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 Section 2 of Exhibit A Article XV shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity of the Bonds Debt Securities pursuant to Section 9.02 of the Indenture Article VIII or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee Subject to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors any other provisions set forth in this Section 2 of Exhibit A are the Authorizing Resolution or supplemental indenture relating to a particular Series, each Guarantor hereby unconditionally, jointly and severally, guarantees (each such guarantee to be referred to herein as the “Guarantees.” Without limiting "Guarantee") to each Holder of Securities of such Series authenticated and delivered by the generality Trustee and to the Trustee and its successors and assigns, that: (i) the principal of and interest on the Securities of such Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the foregoing, the Guarantors’ liability shall extend to Securities of such Series and all amounts that constitute part other obligations of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence Holders or the Trustee hereunder or thereunder, except obligations to pay principal and interest on any other Series not so guaranteed, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of a bankruptcyany extension of time of payment or renewal of any Securities of such Series or of any such other obligations, reorganization or similar proceeding involving the Company. Failing payment same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any amount guaranteed pursuant applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu limitations set forth in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such GuarantorSection 9.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Securities of such Series or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoevercovenants that, subject to Section 9.03 (ii) acknowledges that any agreementin the case of Subsidiary Guarantors), 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations contained in the Securities of the applicable Series, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Indenture obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or to pursue any rights or remedies hereunder or under applicable lawnot due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantees. (a) For value received, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ each Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees of the Upper Tier Notes Guarantors and Nxxxxx Bermuda are intended to be a general, unsecured, senior obligation obligations of each Guarantor such Guarantors and will to rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such Guarantor. The Guarantees of the Lower Tier Notes Guarantors will be unsecured obligations and will be subordinate in right of payment to guarantees by the Lower Tier Notes Guarantors of Senior Guaranteed Debt. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Securities or any other amounts payable under this AgreementIndenture and such Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors such Guarantor to enforce the Guarantees without first proceeding against the Company. , subject to the provisions of the Subordination Agreement. (c) To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A Article IX shall be as aforesaid full, irrevocable, unconditional and absolute and except as set forth in this Article IX 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 any other obligor with respect to the Company or such Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, any of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. To the fullest extent permitted by applicable law, each . (d) 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, amalgamation, 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee the 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. . (f) No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A Article IX 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 Section 2 of Exhibit A Article IX shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity Maturity of the Bonds Securities pursuant to Section 9.02 of the Indenture Article V or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee Subject to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors any other provisions set forth in this Section 2 of Exhibit A are the Authorizing Resolution or supplemental indenture relating to a particular Series, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior basis (each such guarantee to be referred to herein as the “Guarantees.” Without limiting "Guarantee") to each Holder of Securities of such Series authenticated and delivered by the generality Trustee and to the Trustee and its successors and assigns irrespective of the foregoingvalidity and enforceability of this Indenture, that: (i) the principal of and interest on the Securities of such Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Securities of such Series and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder, except obligations to pay principal and interest on any other Series not so guaranteed, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities of such Series or of any such other obligations, the Guarantors’ liability shall extend same will be promptly paid in full when due or to all amounts that constitute part be performed in accordance with the terms of the Company Obligations extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and would be owed by the Company under the Agreement but for the fact that they are unenforceable(ii) above, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. 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). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu limitations set forth in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such GuarantorSection 9.04. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Securities of such Series or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantora guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorIssuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and notices whatsoevercovenants that, (ii) acknowledges that any agreementsubject to Section 9.03, 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 this Guarantee will not be discharged except by complete performance of the Guaranteesobligations contained in the Securities of the applicable Series, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that to the fullest extent permitted by applicable lawthat, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such as between each Guarantor, such Guarantee shall, to on the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law.obligations guaranteed hereby may be accelerated as provided in

Unconditional Guarantees. (a) For value received, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ each Guarantor’s liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company under this Indenture and the Agreement 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 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). Each Guarantee hereunder is The Guarantees of the Upper Tier Notes Guarantors and Nxxxxx Bermuda are intended to be a general, unsecured, senior obligation obligations of each Guarantor such Guarantors and will to rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee Guarantees of such Guarantor. The Guarantees of the Lower Tier Notes Guarantors will be unsecured obligations and will be subordinated in right of payment to guarantees by the Lower Tier Notes Guarantors of Senior Guaranteed Debt, including obligations under the 2018 Revolving Credit Facility, as a result of the Subordination Agreement. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationsobligations and liabilities of any other obligor with respect to the Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Each Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of or premium, if any, Additional Amounts, if any, or interest on the Securities or any other amounts payable under this AgreementIndenture and such Securities by the Company, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners Holders or, subject to Section 9.04 of the Indenture5.06, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors such Guarantor to enforce the Guarantees without first proceeding against the Company. , subject to the provisions of the Subordination Agreement. (c) To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A Article IX shall be as aforesaid full, irrevocable, unconditional and absolute and except as set forth in this Article IX 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 any other obligor with respect to the Company or such Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such any Guarantor or any of their respective 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under any of the Securities or this Indenture or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such Guarantor set forth in this Indenture of any other obligor with respect to the Indenture or this AgreementSecurities, (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 of, or other similar proceeding affecting, any of the Company or any of the Guarantors Guarantor or any of their respective its assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondsobligations of any of the other obligors under the Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. To the fullest extent permitted by applicable law, each . (d) 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, amalgamation, 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 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 Guarantee Guarantees will not be discharged except by complete performance of the GuaranteesGuarantees or of the obligations guaranteed thereby. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee the Guarantees is, or must be, rescinded or returned for any reason whatsoever, including including, without limitation, the insolvency, bankruptcy or reorganization of such Guarantor, such Guarantee the 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors 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 the Company Obligations Securities until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. For value receivedEach Subsidiary Guarantor hereby unconditionally, jointly and severally, Guarantees to each Holder of a Note authenticated by the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee to the Owners Trustee and to the Trustee and its successors and assigns that: the due principal of, interest and punctual payment Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Notes and all other obligations of the Company Obligations, when and as such Company Obligations shall become due and payable according to the Holders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms of hereof and thereof; subject, however, to the Indenture and this Agreement. The guarantees by the Guarantors limitations set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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. 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)10.3. Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Subsidiary Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees Notes or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Subsidiary Guarantor. The Guarantor hereby agrees that in Each Subsidiary Guarantor, to the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly against the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Section 2 of Exhibit A 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 such Guarantor contained in the Indenture or this Agreement, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer of any rights or remedies under the Indenture or this Agreement 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 the Bonds, including all or any part of the rights of the Company or such Guarantor under the Indenture or this Agreement, (v) the extension of the time for payment by the Company or such Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Bonds or the Indenture or this Agreement or of the time for performance by the Company or such 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 such Guarantor set forth in the Indenture or this Agreement, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the Bonds, the Guarantees or the Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bonds, the Guarantees, the Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or such Guarantor. 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 GuarantorCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and covenants 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 Subsidiary Guarantee will not be discharged except by complete performance of the Guaranteesobligations contained in the Notes and this Indenture. Each Guarantor further agrees that If any Holder or the Trustee is required by any court or otherwise to return to the fullest extent permitted by applicable law, if at any time all Company or any part of any payment theretofore applied by any Person to any Guarantee isSubsidiary Guarantor, or must beany custodian, rescinded trustee, liquidator or returned for other similar official acting in relation to the Company or any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Guarantee shallHolder, and each Subsidiary Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returnedreinstated in full force and effect. Each Subsidiary Guarantor further agrees that, be deemed to have continued in existence notwithstanding such applicationas between each Subsidiary Guarantor, on the one hand, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this Agreement; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations until all of the Bonds and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner or member, as such, of the Guarantors shall not have any liability for any obligations of the Guarantors under the Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercisingTrustee, on the part of the Trusteeother hand, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate (x) the maturity of the Bonds pursuant to Section 9.02 obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purpose of the Indenture Subsidiary Guarantee, notwithstanding any stay, injunction or to pursue other prohibition preventing such acceleration in respect of the obligations Guaranteed hereby, and (y) in the event of any rights acceleration of such obligations as provided in Article 6, such obligations (whether or remedies hereunder or under applicable lawnot due and payable) shall become due and payable by each Subsidiary Guarantor for the purpose of the Subsidiary Guarantee.

Unconditional Guarantees. For value received, the Guarantors each Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantee guarantees to the Owners Holders of 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 Securities, and all other amounts due and payable under this Indenture and such Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or such Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such Company Obligations principal, premium, if any, interest, if any, and other amounts shall become due and payable payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture such Securities and this AgreementIndenture. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A Article Fourteen are referred to herein as the “Guarantees.” ". Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Indenture Obligations and would be owed by the Company to the Trustee or such Holders under the Agreement this Indenture and such 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. 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). Each Guarantee hereunder 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 that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that that, to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligationssuch Securities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Such Guarantor hereby agrees that in the event of a default in payment of the Company Obligations principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this AgreementIndenture and such Securities by the Company to the Trustee or the Holders thereof, whether at the maturityStated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners such Holders or, subject to Section 9.04 of the Indenture5.7 hereof, by the Ownerssuch Holders, on the terms and conditions set forth in the this Indenture, directly against the Guarantors such Guarantor to enforce the Guarantees its Guarantee without first proceeding against the CompanyCompany or any other Guarantor. To the fullest extent permitted by applicable law, the obligations of each Guarantor the Guarantors under this Section 2 of Exhibit A 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 such any Guarantor contained in the Indenture any of such Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, the Trustee or the Issuer any such Holder of any rights or remedies under the Indenture any of such Securities or this Agreement 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 the Bondssuch Securities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture such Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such any Guarantor set forth in the Indenture or this AgreementIndenture, (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 readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or any of the Guarantors Guarantor or any of their respective assets, or the disaffirmance of any of the Bondssuch Securities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the Bondssuch Securities, the Guarantees, the Indenture Guarantees or this AgreementIndenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such 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 such any Guarantor. 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 amalgamation, insolvency, winding up 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 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to 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 Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such any Guarantor, such 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. The Guarantors shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Company Obligations such Securities until all of the Bonds such Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee, stockholder, partner employee or membershareholder, as such, of the Guarantors a Guarantor shall not have any liability for any obligations of the Guarantors such Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer Trustee or the OwnersHolders, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A Article Fourteen shall limit the right of the Trustee, the Issuer Trustee or the Owners Holders to take any action to accelerate the maturity of the Bonds such Securities pursuant to Section 9.02 of the Indenture Article Five or to pursue any rights or remedies hereunder or under applicable law.

Unconditional Guarantees. (a) For value received, the Guarantors Guarantors, jointly and severally, hereby fully, irrevocably, unconditionally and absolutely guarantee (the “Guarantees”) to the Owners Holders and to the Trustee the due and punctual payment of the Company Obligationsprincipal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such Company Obligations principal, premium, if any, and interest shall become due and payable payable, whether at the stated maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Indenture Securities and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “GuaranteesIndenture.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement 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)immediately. Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness Indebtedness of each such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor of the Guarantors hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company ObligationsSecurities, the Guarantees or this AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any party Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the a Guarantor. The Guarantor Each of the Guarantors hereby agrees that in the event of a default in payment of the Company Obligations under this Agreementprincipal of, or premium, if any, or interest on the Securities, 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 the Owners Holders or, subject to Section 9.04 of the Indenture5.06 hereof, by the OwnersHolders, on the terms and conditions set forth in the this Indenture, directly against each of the Guarantors to enforce the Guarantees without first proceeding against the Company. To the fullest extent permitted by applicable law, the . (c) The obligations of each Guarantor under this Section 2 of Exhibit A Article 9 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 such any Guarantor contained in the Indenture Securities or this AgreementIndenture, (ii) any impairment, modification, release or limitation of the liability of the Company, such 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 Company, such Guarantor, any Guarantor or the Trustee or the Issuer of any rights or remedies under the Indenture Securities or this Agreement 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 the BondsSecurities, including all or any part of the rights of the Company or such any Guarantor under the Indenture or this AgreementIndenture, (v) the extension of the time for payment by the Company or such 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 the Bonds or the Indenture Securities or this Agreement Indenture or of the time for performance by the Company or such 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 such any Guarantor set forth in the Indenture or this AgreementIndenture, (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 of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of any of the BondsSecurities, the Guarantees or the this Indenture or this Agreement in any such proceeding, (viii) the release or discharge of the Company or such 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 the BondsSecurities, the Guarantees, the Guarantees or this Indenture or this Agreement, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or such Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, of a surety or such Guarantor. To guarantor. (d) Each of the fullest extent permitted by applicable law, each Guarantor Guarantors 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 a 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 Guarantee will not be discharged except by complete performance of the Guarantees. Each Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such any Guarantor, such 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. The Guarantors . (e) Each Guarantor shall be subrogated to all rights of the Owners, the Issuer Holders and the Trustee against the Company in respect of any amounts paid by the Guarantors such Guarantor pursuant to the provisions of the Indenture and this AgreementIndenture; provided, however, that the Guarantors no 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 the Company Obligations until all of the Bonds Securities and the Guarantees thereof shall have been indefeasibly paid in full or discharged. . (f) A director, officer, employee, employee or stockholder, partner or member, as such, of the Guarantors any Guarantor shall not have any liability for any obligations of the Guarantors such Guarantor under the this Indenture or this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee, the Issuer or the Owners, any right, power, privilege or remedy under this Section 2 of Exhibit A 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 Section 2 of Exhibit A shall limit the right of the Trustee, the Issuer or the Owners to take any action to accelerate the maturity of the Bonds pursuant to Section 9.02 of the Indenture or to pursue any rights or remedies hereunder or under applicable law.