Common use of Guarantee Clause in Contracts

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby fully, absolutely, irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any overdue interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the GuarantorGuarantor as this shall be a guaranty of payment and not of collection; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof(a) Each of the Guarantors hereby, the Guarantor acknowledges jointly and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable considerationseverally, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) absolutely, unconditionally and irrevocably, guarantees to the principal Administrative Agent for the ratable benefit of the Lenders and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Datestated maturity, upon acceleration, upon redemption by acceleration or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; Borrower Obligations and (ii) indemnifies and holds harmless the Administrative Agent and each Lender from, and agrees to pay to the Administrative Agent and each Lender, all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or such Lender in case of any extension of time of payment or renewal of any Notes or enforcing 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of its rights under this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the GuarantorAgreement. The Guarantor hereby waives guarantee in this Section 2.1 is a continuing guarantee, and relinquishes: (a) any right shall apply to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party all Obligations owing at any time whenever arising or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest incurred and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated remain in full force and effecteffect until the Obligations have been indefeasibly paid in full in cash. The Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect the payment by the Borrower of all or any portion of the Guarantee ObligationsBorrower Obligations and notwithstanding that all or any portion of the Borrower Obligations may be unenforceable or not allowable due to the existence of a bankruptcy, and (y) in reorganization or similar proceeding involving the event of any acceleration of such obligations as provided in Article 6 hereofBorrower, such Guarantee Borrower Obligations (whether or not due and payable) shall forthwith become nevertheless be due and payable by the such Guarantor for the purpose purposes of this Agreement at the time such Borrower Obligations would by payable by the Borrower under the provisions of the GuaranteeCredit Agreement. Notwithstanding the foregoing, any enforcement of this Agreement with respect to the rights of any Lender may be accomplished by the Administrative Agent acting on behalf of such Lender.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject (a) Subject to the provisions of this Article 15Two, the Guarantor hereby Loral Space hereby, fully, unconditionally and irrevocably guarantees on a senior basis to each Holder of a Note authenticated and delivered by to the Trustee and its successors and assigns thaton behalf of the Holders: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and accrued interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, Additional Interest, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with the terms hereof; of such Note, the Indenture and this Guaranty and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise. Loral Space hereby waives diligence, subjectpresentment, howeverdemand of payment, filing of claims with a court in the case event of clauses (i) and (ii) abovemerger or bankruptcy of the Company, any right to require a proceeding first against the limitations set forth in Section 15.03 hereof (collectivelyCompany, the “Guarantee Obligations”). Subject to the provisions benefit of this Article 15discussion, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity protest or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes notice with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders such Note or the Issuer (eachdebt evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principalprincipal thereof, premium, if any, and interest on the Notes thereon and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or Section 8.01 of the Trustee is required by any court or otherwise Indenture, Section 8.02 of the Indenture and Section 8.03 of the Indenture (subject to return to either Section 8.06 of the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture). The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six of the Indenture for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in this Article Two. In the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, Six of the Indenture such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor jointly and severally, for the purpose of this Article Two. In addition, without limiting the Guaranteeforegoing provisions, upon the effectiveness of an acceleration under Article Six of the Indenture, the Trustee shall promptly make a demand for payment of the Notes under this Guarantee provided for in this Article Two.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject (a) Subject to the provisions of this Article 15III, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (ix) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereofand the Fundamental Change Repurchase Price, if applicable), premium, if anythe Conversion Obligation with respect to, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full and/or performed in accordance with the terms of this Supplemental Indenture and the Indenture when due, whether at the Maturity Date, upon declaration of acceleration, upon redemption required repurchase, upon redemption, upon conversion or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes Notes, (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (iiy) 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 the Maturity Date, by acceleration, call for redemption required repurchase, redemption, conversion or otherwiseotherwise and (z) all other obligations of the Company to the Holders or the Trustee under this Supplemental Indenture, the Indenture or the Notes (including fees, expenses or other) shall be duly and punctually paid in full or performed, all in accordance with the terms hereof or thereof, subject, however, in the case of clauses (ix), (y) and (iiz) above, to the limitations set forth in Section 15.03 3.2 hereof (the obligations set forth in this Section 3.1 collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its The Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute constitutes a legal or equitable discharge or defense general unsecured and unsubordinated obligation of the Guarantor. The Guarantor hereby waives and relinquishes: (a) Failing payment when due of any right to require the Trusteeamount so guaranteed or any performance so guaranteed for whatever reason, the Holders Guarantor will be obligated to pay or perform the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectsame immediately. The Guarantor agrees that it shall this is a guarantee of payment and not be entitled to any right a guarantee of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteecollection.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the Guarantor hereby unconditionally guarantees “Note Guarantees”) to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on overdue principalthe Notes, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of this Indenture, howeveragrees that its obligations hereunder shall be absolute and unconditional, in irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note, this Indenture or the case of clauses (i) and (ii) aboveRegistration Rights Agreement, any failure to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to enforce the provisions of any such Note, this Article 15, Indenture or the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the sameRegistration Rights Agreement, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the this Note Guarantee shall not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofthereon. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Note Guarantee.

Guarantee. By its execution hereofThe Parent Guarantor hereby guarantees to each holder of any Note or Notes at any time outstanding (a) the prompt payment in full, in Euros or Dollars in respect of any Swapped Note, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the Guarantor acknowledges principal of, Make-Whole Amount (if any), Net Loss (if any) and agrees that it receives substantial benefits from interest on the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, Notes (including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on any overdue principal, premiumMake-Whole Amount, if anyNet Loss and, Additional Interest, if any, and (to the extent permitted by applicable law) interest , on any interest, if any, overdue interest and on the Notes payment of additional amounts described in Section 13) and all other obligations of amounts from time to time owing by the Issuer to the Holders or the Trustee hereunder or Company under this Agreement and the Notes (including feesincluding, without limitation, costs, expenses or other) shall be promptly paid in full or performed, all and taxes in accordance with the terms hereof; ), and (iib) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Parent Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, the Parent Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Guaranteed Obligations, the same shall will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or performed optional prepayment or otherwise) in accordance with the terms of the such extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) renewal and (iiy) above, pay to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence holder of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or Note such Holder, the Guaranteeamounts, to the extent theretofore dischargedlawful, as shall be reinstated in full force sufficient to pay the costs and effectexpenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. The All obligations of the Parent Guarantor agrees that it under Sections 24.1 and 24.2 shall not be entitled to any right of subrogation in relation to survive the Holders in respect transfer of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one handNote, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity any obligations of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for Parent Guarantor under Sections 24.1 and 24.2 with respect to which the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect underlying obligation of the Guarantee Obligations, and (y) in Company is expressly stated to survive the event payment of any acceleration Note shall also survive payment of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeNote.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note Securities of such series that are guaranteed by the Guarantor, and authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of and premium (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, 11) and interest and Additional Interest, if any, Interest on the Notes Securities of such series shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption redemption, or otherwise, and interest Interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest Interest on any interestoverdue Interest, if any, on the Notes Securities of such series and all other obligations of the Issuer to the Holders of Securities of such series or the Trustee hereunder or under the Notes Securities of such series (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities of such series 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 1503 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities of such series that are guaranteed by the Guarantor, or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of such series with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders of Securities or such series or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal and interest Interest on the Notes Securities of such series and all other costs provided for under this Indenture or as provided in Article 7 hereof6. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes Securities of such series that are guaranteed by the Guarantor and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 5 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 5 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of Article 15 hereof and this Article 1516, the Guarantor hereby unconditionally guarantees guarantees, on a subordinated basis, to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 16.03 hereof (collectively, the “Guarantee Obligations”). Subject Except as subject to the provisions of Article 15 hereof and this Article 1516, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantee Obligations will be junior and subordinated in right of payment to the Senior Indebtedness of the Guarantor in the same manner and to the same extent as the Notes are subordinated to the Senior Indebtedness of the Issuer. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof(a) Each Guarantor, hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Guarantor acknowledges Notes and agrees that it receives substantial benefits from obligations of the Issuer Company hereunder and that the Guarantor is providing its Guarantee for good thereunder, and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Authentication Agent, and to the Trustee and its successors and assigns that: on behalf of such Holder, that (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), and premium, if any, ) and interest and Additional Interest, if any, on the Notes shall will be duly and punctually paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the Maturity Dateamount that would become due but for the operation of any automatic stay provision of any Bankruptcy Law), upon acceleration, upon redemption or otherwise, and together with interest on the overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”)9.03. Subject to the provisions of this Article 15, the Each Guarantor hereby agrees that its Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the entry recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the any Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer Company and that the Guarantor is providing its Guarantee guarantee (the “Guarantee”) for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 1513, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note Bond authenticated and delivered by the Trustee and its successors and assigns thatassigns, irrespective of the validity and enforceability of this Indenture, the Bonds or the obligations of the Company hereunder or thereunder: (i) that the principal of (including the Redemption Tax Event Repurchase Price, Change of Control Repurchase Price upon redemption or Listing Failure Event Repurchase Price, as the case may be, pursuant to Article 3 hereof15 or Article 16, as applicable), premium, if any, and interest and Additional Interestinterest, if any, on the Notes Bonds and any Guarantor Shares, and any cash in lieu of fractional Guarantor Shares, if any, due upon exchange of the Bonds in accordance with Article 14 and the Articles, in each case, shall be duly and punctually paid or delivered in full (as the case may be) when due, whether at the Maturity Date, upon acceleration, upon redemption repurchase in connection with a Tax Event or otherwiseFundamental Change or otherwise or upon exchange, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes Bonds and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes Bonds (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case the full and punctual performance within applicable grace periods of any extension of time of payment or renewal of any Notes or any of such all other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms obligations of the extension or renewal, whether at Company under this Indenture with respect to the Maturity Date, by acceleration, call for redemption or otherwiseBonds, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 13.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 1513, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Bonds or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Bonds with respect to any thereof, the entry of any judgment against the IssuerCompany, 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 waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the IssuerCompany, any Benefited Party, any creditor of the Guarantor or the Issuer Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment or delivery in full (as the case may be) of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes Bonds, the cash and any Guarantor Shares due upon exchange of the Bonds and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the Guarantor, or any trustee or similar official acting in relation to either the Issuer Company or the Guarantor, any amount paid by the Issuer Company or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes Bonds and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereofI (“The Guarantor”), at the Guarantor acknowledges request of (The Lessee”) and agrees that it receives substantial benefits from in consideration of the Issuer and that grant of the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject within Lease Xxxxxx to the provisions of this Article 15Lessee will pay the Lease fee, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of any other outgoings or charges (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, fines) hereinbefore reserved on the Notes shall be duly dates and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, manner hereinbefore specified and interest on overdue principal, premium, if any, Additional Interest, if any, will perform and (to observe all the extent permitted by law) interest on any interest, if any, on the Notes Lessees covenants and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; conditions hereinbefore contained and (ii) in case of any extension of time of payment or renewal of any Notes or any default by the Lessee in respect of such other obligationspayments or in the observance or performance of such covenants and conditions aforesaid I will pay and make good to XXXXXX ON DEMAND ALL AND ANY LOSSES, DAMAGES, COSTS, CHARGES, EXPENSES AND/OR FINES THEREBY ARISING OR INCURRED BY OR LEVIED ON THE Lessee PROVIDED ALWAYS AND IT IS HEREBY AGREED that any neglect or fore bearance of Xxxxxx in endeavouring to obtain payment of the said payments hereinbefore observed when the same shall be promptly paid become payable or in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations enforcing the performance of the covenants and conditions hereinbefore on the Lessees part contained to be observed and performed and any time which are hereby guaranteed; may be given to the Lessee by Xxxxxx shall not release or exonerate or in any way affect my liability hereunder and FURTHER PROVIDED ALWAYS that Xxxxxx at its absolute discretion apply the balance (das hereinbefore defined) in partial or full satisfaction of any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed claims against the Guarantor for reimbursement; (e) any defense based upon any statute Lessee or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Codemyself. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid Signed by the Issuer or said: (“The Guarantor”) In the presence of Witness: Address: Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.Address:

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Eleven, the Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest and Additional Interest, if any, on the Notes shall will be duly and punctually paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon by redemption or otherwise, and interest on overdue principal, and premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Obligor to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or otherfees and expenses) shall will be promptly paid in full or performedfull, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any of the Notes or any of such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so guaranteed, subject, however, in or failing performance of any other obligation of the case of clauses (i) and (ii) above, Obligor to the limitations set forth in Section 15.03 hereof (collectivelyHolders, the “Guarantee Obligations”). Subject to the provisions of this Article 15for whatever reason, the Guarantor hereby agrees that its Guarantee hereunder shall will be unconditionalobligated to pay, irrespective of or to perform or to cause the validity, regularity or enforceability of the Notes or this Indentureperformance of, the absence same immediately. An Event of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for Default under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Notes shall constitute an event of default under this Guarantee, to the extent theretofore discharged, and shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and entitle the Holders of the Notes and to accelerate the Trustee, on the other hand, (x) the maturity obligations of the Guarantor under this Guarantee in the same manner and to the same extent as the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeObligor.

Guarantee. By its execution hereof, the Guarantor Reference Entity acknowledges and agrees that it receives substantial benefits from the Issuer Company and that the Guarantor Reference Entity is providing its Guarantee guarantee (the “Guarantee”) for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 1513, the Guarantor Reference Entity hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption and Fundamental Change Repurchase Price, as the case may be, pursuant to Article 3 hereof15 or Article 16, as applicable), premium, if any, and interest and Additional InterestInterest (including any Registration Default Damages as contemplated by the Registration Rights Agreement), if any, on the Notes and any cash and/or shares of Common Stock, if any, due upon exchange of the Notes in accordance with Article 14, in each case, shall be duly and punctually paid in full or delivered, as applicable, when due, whether at the Maturity Date, upon acceleration, upon redemption Optional Redemption, upon repurchase in connection with a Fundamental Change or otherwiseotherwise or upon exchange, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or otherother amounts to the extent payable hereunder) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption upon Optional Redemption, upon repurchase in connection with a Fundamental Change or otherwiseotherwise or exchange, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 13.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 1513, the Guarantor Reference Entity hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the GuarantorReference Entity other than the payment or satisfaction of the Guarantee Obligations. The Guarantor Reference Entity hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the GuarantorReference Entity; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or PersonsPersons (it being agreed that the Reference Entity may file such claim); (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the GuarantorReference Entity, the IssuerCompany, any Benefited Party, any creditor of the Guarantor Reference Entity or the Issuer Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor Reference Entity for reimbursement; reimbursement and (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor Reference Entity hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full or performance of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes, the cash and/or shares of Common Stock due upon exchange of the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the GuarantorReference Entity, or any trustee or similar official acting in relation to either the Issuer Company or the GuarantorReference Entity, any amount paid by the Issuer Company or the Guarantor Reference Entity to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor Reference Entity agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor Reference Entity agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Reference Entity for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the The Guarantor hereby unconditionally guarantees to each Holder holder of a any Note authenticated and delivered by the Trustee and its successors and assigns that: at any time outstanding (ia) the principal of prompt payment in full, in Euro or Dollars (including the Redemption Price upon redemption pursuant to Article 3 hereofas set forth herein), premiumwhen due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of, Make-Whole Amount and Net Loss, if any, and interest on the Notes (including, without limitation, any post-petition interest and Additional Interestinterest on any overdue principal, Make-Whole Amount and Net Loss, if any, on the Notes shall be duly and punctually paid in full when dueand, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by applicable law) interest , on any interest, if any, overdue interest and on the Notes payment of additional amounts described in Section 13) and all other obligations of amounts from time to time owing by the Issuer to the Holders or the Trustee hereunder or Company under this Agreement and the Notes (including feesincluding, without limitation, costs, expenses or other) shall be promptly paid in full or performed, all and taxes in accordance with the terms hereof; ), and (iib) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, the Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Guaranteed Obligations, the same shall will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or performed optional prepayment or otherwise) in accordance with the terms of the such extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) renewal and (iiy) above, pay to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence holder of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or Note such Holder, the Guaranteeamounts, to the extent theretofore dischargedlawful, as shall be reinstated in full force sufficient to pay the costs and effectexpenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. The All obligations of the Guarantor agrees that it under Sections 14.1 and 14.2 shall not be entitled to any right of subrogation in relation to survive the Holders in respect transfer of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one handNote, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity any obligations of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for Guarantor under Sections 14.1 and 14.2 with respect to which the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect underlying obligation of the Guarantee Obligations, and (y) in Company is expressly stated to survive the event payment of any acceleration Note shall also survive payment of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeNote.

Guarantee. By its execution hereofThe Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Indenture, dated May 15, 2003 (the "Indenture"), among the Guarantors party thereto, the Guarantor acknowledges Company (as defined below) and agrees that it receives substantial benefits from Deutsche Bank Trust Company Americas, as trustee (the Issuer "Trustee"), and that any additional Guarantors), have jointly and severally, irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis the Guarantor is providing its Guarantee for good and valuable considerationObligations (as defined in Section 10.1 of the Indenture), including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: which include (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest (and Additional InterestLiquidated Damages, if any, ) on the 8% Senior Subordinated Notes shall be duly and punctually paid in full when duedue 2011 (the "Notes") of The Titan Corporation, a Delaware corporation (the "Company"), whether at the Maturity Datematurity, by acceleration, call for redemption, upon accelerationa Change of Control Offer, upon redemption an Asset Sale Offer or otherwise, and the prompt payment of interest on the overdue principal, principal and premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, interest on the Notes Notes, and all other obligations payment Obligations of the Issuer Company, to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other Obligations, the prompt payment in full of such Notes or other obligations, the same shall be promptly paid in full Obligations when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption redemption, upon a Change of Control Offer, upon an Asset Sale Offer, or otherwise, subject, however, subject in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, 10.5 of the “Guarantee Obligations”)Indenture. Subject The obligations of each Guarantor to the provisions Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Article 15, Guarantee. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly subordinated to Senior Debt of the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective as set forth in Section 10.7 of the validityIndenture and reference is hereby made to such Section for the precise terms of such subordination. No past, regularity present or enforceability future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantors (or any such successor entity), as such, shall have any liability for any obligations of the Guarantors under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, except in their capacity as an obligor or Guarantor of the Notes or this in accordance with the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute . This is a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives continuing Guarantee and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated remain in full force and effect. The effect and shall be binding upon each Guarantor agrees that it and its successors and assigns until full and final payment of all of the Company's obligations under the Notes and Indenture or until released or legally defeased in accordance with the Indenture and shall not be entitled to any right of subrogation in relation inure to the Holders in respect benefit of any Guarantee Obligations hereby until payment in full the successors and assigns of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, Trustee and the Holders of Notes and the TrusteeHolders, on the other handand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such obligations as provided in Article 6 transferee or assignee, all subject to the terms and conditions hereof, such . This is a Guarantee Obligations (whether of payment and performance and not of collectibility. This Guarantee shall not be valid or not due and payable) obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall forthwith become due and payable have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The obligations of each Guarantor for under this Guarantee shall be limited to the purpose of extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE X AND XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the Guaranteesame meanings given in the Indenture unless otherwise indicated.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and the issuance of the Notes and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby fully and unconditionally guarantees as a primary principal obligation and not merely as a surety to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ix) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereofand Fundamental Change Repurchase Price), premiumAdditional Amounts with respect to, if anyExchange Obligation with respect to, and interest and Additional Interestinterest, if any, on the Notes shall be duly and punctually paid in full and/or performed in accordance with the terms of this Indenture when due, whether at the Maturity Date, upon declaration of acceleration, upon redemption redemption, upon required repurchase, upon exchange or otherwise, and along with any interest on overdue principal, premium, if anyinterest, Additional Interest, if any, Amounts and (to the extent permitted by law) interest on any interest, if any, on the Notes and (y) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be duly and punctually paid in full and/or performed in accordance with the terms of this Indenture when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, upon declaration of acceleration, upon redemption, upon required repurchase, upon exchange or otherwise, along with any interest on overdue principal, interest, Additional Amounts and (to the extent permitted by law) interest on any interest, if any, on the Notes. Furthermore, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to the Trustee and to each Holder and their respective successors and assigns that (z) all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (ix), (y) and (iiz) above, to the limitations set forth in Section 15.03 hereof (the obligations set forth in this Section 15.01 collectively, the “Guarantee Obligations”). The Guarantee constitutes a general unsecured and unsubordinated obligation of the Guarantor. Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy CodeCode or any similar provision (including under Irish or Bermudian law); and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy CodeCode or any similar provision (including under Irish or Bermudian law). The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premiumprincipal (including the Fundamental Change Repurchase Price and Redemption Price, if anyapplicable), Additional Amounts, Exchange Obligations and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof11. The Guarantor as principal obligor and as a separate and independent obligation and liability from its other obligations and liabilities under this Indenture agrees to indemnify and keep indemnified each Holder and the Trustee in full and on demand in respect of the performance and discharge of the Guarantee Obligations (except where the Issuer’s failure to perform or discharge the Guarantee Obligations results from such Holder’s failure to comply with its obligations under the Indenture or the Trustee’s negligence or willful misconduct or the Issuer contesting any payment or part of a payment in good faith). If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, then the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 9 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 9 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Issuer and the Guarantor acknowledge that the allotment and issue of Ordinary Shares and the delivery of Ordinary Shares, if any, hereunder (whether upon exchange, under the terms of the Guarantee or otherwise) by the Guarantor (or by the Ordinary Share Depositary at the direction of the Guarantor) will create an equivalent debt owing from the Issuer to the Guarantor.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any overdue interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule Rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any overdue interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereofIn furtherance of the foregoing and not in limitation thereof, and for value received, each of the Guarantor acknowledges undersigned Additional Guarantors hereby jointly, severally and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each the Holder of a Note authenticated and delivered by Security the Trustee and its successors and assigns that: (i) the payments of principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest on, each Security in the amounts and Additional Interest, if any, on at the Notes shall be duly and punctually paid in full time when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on of a Security and the Notes and payment or performance of all other obligations of the Issuer to Company under the Holders Indenture or the Trustee hereunder or under Securities, to each Holder of a Security and the Notes (including fees, expenses or other) shall be promptly paid in full or performedTrustee, all in accordance with and subject to the terms hereof; and limitations of each Security, Article Twelve of the Indenture, and the Guarantee (of which the Guarantee set forth in this Section 3 of this Supplement shall be, and shall be deemed to be, a part). The validity and enforceability of the Guarantee set forth in this Section 3 of this Supplement shall not be affected by the fact that it is not affixed to any Security or all of the Securities. The obligations of each of the undersigned Additional Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. The indebtedness evidenced by this Guarantee is, to the extent and the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents, of all Guarantor Senior Indebtedness as defined in the Indenture, and this Guarantee is issued subject to such provisions. Each Holder of a Security by accepting same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary and appropriate to effectuate the subordination as provided in the Indenture, and (iic) in case of any extension of time of payment or renewal of any Notes or any appoints the Trustee attorney-in-fact of such other obligationsHolder for such purpose; provided, the same however, that such subordination provision shall be promptly paid in full when due or performed cease to affect amounts deposited in accordance with the terms defeasance provisions of the extension or renewal, whether at Indenture upon the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in terms and conditions set forth therein. This Guarantee is subject to release upon the case of clauses (i) and (ii) above, to the limitations terms set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Six, the Guarantor hereby each Guarantor, by execution of this Sixth Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ia) the due and punctual payment of the principal of, premium, interest and additional amounts, if any, on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of (including interest on the Redemption Price upon redemption pursuant to Article 3 hereof)overdue principal of, premium, if any, and and, to the extent permitted by law, interest and Additional Interestadditional amounts, if any, on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and the Indenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of this Sixth Supplemental Indenture, howeveragrees that its obligations hereunder shall be absolute and unconditional, in irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or the case of clauses (i) and (ii) aboveIndenture, any failure to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to enforce the provisions of this Article 15, any such Note or the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, any waiver, modification or indulgence granted to the absence of any action to enforce Issuer with respect thereto by the same, any waiver or consent by any Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the this Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premiuminterest and additional amounts, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofthereon. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Six, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Seven for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSeven, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for (a) In consideration of good and valuable consideration, includingthe receipt and sufficiency of which is hereby acknowledged, without limitationeach of the Subsidiary Guarantors, such substantial benefits. Accordinglyjointly and severally, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees (each such guarantee, together with any future guarantees executed pursuant to Section 5.09 hereof, being a “Guarantee”) to each Holder Noteholder of a any Note that is authenticated and delivered by the Trustee and its successors to the Trustee, irrespective of the validity and assigns enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall will be duly and punctually paid in full when due, whether at the Maturity Date or any Interest Payment Date, upon by acceleration, call for redemption, upon redemption a purchase offer or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on of the Notes Notes, if lawful, and all other obligations of the Issuer Company to the Holders Noteholders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Notes; and (ii) in case of any extension of time of payment or renewal of any Notes securities or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption redemption, upon a purchase offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof otherwise (collectively, the “Guarantee Guaranteed Obligations”). Subject to the provisions Each Guarantee is a guarantee of this Article 15payment and not of collection. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantor hereby agrees that its Guarantee hereunder Subsidiary Guarantors shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action jointly and severally obligated to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce pay the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense before failure to so pay becomes an Event of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeDefault.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject (a) Subject to the provisions of this Article 15Seventeen, the each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, jointly and severally, to each Holder of a Note authenticated and delivered by to the Trustee and its successors and assigns that: (i) the full and punctual payment of principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principalof, premium, if any, and interest on the Notes Securities when due, whether at Stated Maturity, by acceleration, by redemption, by required repurchase or otherwise, and all other costs provided for monetary obligations of the Company, under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor (including obligations to the Trustee and the Collateral Trustee) and the Securities to which the Company is a party and (ii) the full and punctual performance of all other obligations of the Company and the Guarantors, whether for expenses, indemnification or such Holderotherwise, under this Indenture, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, Collateral Documents and the Holders of Notes and the Trustee, on the other hand, Securities (x) the maturity all of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for foregoing being hereinafter collectively, the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y"GUARANTEED OBLIGATIONS") in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due such Guaranteed Obligations are arising after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and payable) shall forthwith become due whether or not allowed or allowable as a claim in any such proceeding, and payable whether or not recovery of any such Guaranteed Obligation may be barred by a statute of limitations or may otherwise be unenforceable. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it or any other Guarantor for the purpose and that it will remain bound under this Subsidiary Guaranty notwithstanding any extension or renewal of the Guaranteeany Guaranteed Obligation.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the Guarantor hereby unconditionally guarantees “Note Guarantees”) to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on overdue principalthe Notes, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations Obligations of the Issuer Issuers to the Holders or the Trustee hereunder and due and punctual performance of all obligations of the Issuers to the Holders or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, Trustee all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, the Guarantor hereby agrees that its Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note, this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuers with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of a bankruptcy of the Issuers, any right to require a proceeding first against the TrusteeIssuers, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofthereon. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Note Guarantee.

Guarantee. By its execution hereofFor value received, the Guarantor acknowledges Guarantor, as principal obligor and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable considerationnot merely as surety, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees on an unsecured subordinated basis to each the Holder of a Note authenticated this Security and delivered by to the Trustee and its successors and assigns that: that (ia) the principal of of, premium thereon (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, ) and interest and Additional Interest, if any, on the Notes shall this Security will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Datematurity, upon by acceleration, upon by redemption or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, overdue interest on the Notes this Security and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall Indenture and the Securities will be promptly paid in full or performed, all in accordance with the terms hereof; of the Indenture (all the foregoing being hereinafter collectively called the "Obligations"). The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Company, and (ii) in case that the Company will remain bound by Article Thirteen of the Indenture notwithstanding any extension of time of payment or renewal of any Notes or any Obligation. This Guarantee is subject to Article Thirteen "--Guarantee" and Article Fourteen "--Subordination of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms Guarantee" of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason obligations of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, Holder of this Security and to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled Trustee pursuant to any right of subrogation in relation to the Holders in respect of any this Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders Indenture are expressly set forth in the Indenture to which reference is hereby made for the precise terms of Notes and such obligations. This Guarantee is dated the Trustee, on the other hand, (x) the maturity date of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeSecurity upon which it is endorsed.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer Company and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15Sixteen, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note Securities of each series that are guaranteed by the Guarantor, and authenticated and delivered by the Trustee Trustee, and its successors and assigns that: (i) the principal of and premium (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, Eleven) and interest and Additional Interest, if any, Interest on the Notes Securities of such series shall be duly and punctually paid in full when due, whether at the Maturity DateStated Maturity, upon acceleration, upon redemption redemption, upon repayment at the option of the Holders or otherwise, and interest Interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest Interest on any interestoverdue premium and Interest, if any, on the Notes Securities of such series and all other obligations of the Issuer Company to the Holders of Securities of such series or the Trustee hereunder or under the Notes Securities of such series (including fees, expenses or other, and also including any obligations of the Company to convert or exchange the Securities of such series for other securities or property) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities of such series 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 the Maturity DateStated Maturity, by acceleration, call for redemption upon repayment at the option of the Holders or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 1603 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15Sixteen, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities of any series that are guaranteed by the Guarantor or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of any such series with respect to any thereof, the entry of any judgment against the IssuerCompany, 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 waives and relinquishes: (a) any right to require the Trustee, the Holders of Securities of any series or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the IssuerCompany, any Benefited Party, any creditor of the Guarantor or the Issuer Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as may otherwise be provided therein, the Guarantee of the Securities of any series and any coupons appertaining thereto shall not be discharged except by payment and performance in full of all Guarantee Obligations, including the principalprincipal of, and premium, if any, and interest Interest on the Notes Securities of such series and all other costs provided for under this Indenture Indenture, or as provided in Article 7 hereofFour. If any Holder of the Securities of any series or the Trustee is required by any court or otherwise to return to either the Issuer Company or the Guarantor, or any trustee or similar official acting in relation to either the Issuer Company or the Guarantor, any amount paid by the Issuer Company or the Guarantor to the Trustee or such HolderHolder in respect of the Securities of that series, the GuaranteeGuarantee of the Securities of such series, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of the Securities of any series in respect of any Guarantee Obligations hereby until payment in full and performance of all such obligations guaranteed herebyGuarantee Obligations . The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes Securities of each series that are guaranteed by the Guarantor and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 Five hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15III, the Guarantor Successor Issuer hereby unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the “Guarantee”), to and for the benefit of each Holder of a Note Security authenticated and delivered by the Trustee, and to the Trustee and its successors and assigns that: assigns, that (ia) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest and Additional Intereston the Securities (including Liquidated Damages, if any), on the Notes Conversion Value, Change in Control Purchase Price, and Purchase Price, shall be duly and punctually paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption redemption, purchase or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on the Notes Securities and all other obligations of the Issuer Company to the Holders or under the Indenture and the Securities (including amounts due the Trustee hereunder or under Section 7.07 of the Notes (including feesIndenture), expenses or other) in each case as they have been and may be further amended from time to time, shall be promptly paid in full or performedfull, all in accordance with the terms hereof; hereof and thereof, and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall Securities and such other payment obligations will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor The Successor Issuer hereby further agrees that its Guarantee hereunder obligations under this Article III shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Security holder with respect to any thereofprovisions of the Indenture or the Securities, or any modification or amendment of, or supplement of, the entry Indenture or the Securities. The Successor Issuer hereby waives diligence, presentment, demand of any judgment against payment, filing of claims with a court in the Issuer, any action to enforce event of insolvency or bankruptcy of the same Existing Issuer or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantor. The Guarantor hereby waives and relinquishes: (a) , any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Existing Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Subsidiary Guarantor, the Issuerprotest, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides notice and all demands whatsoever and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the its Guarantee shall will not be discharged except by payment in full complete performance by the Existing Issuer of all Guarantee Obligations, including of its obligations under the principal, premium, if any, and interest on Indenture. Upon making any payment with respect to the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Existing Issuer or any Subsidiary Guarantor hereunder, the Guarantor, or any trustee or similar official acting in relation to either the Successor Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor shall be subrogated to the Trustee or rights of the payee against the Company and each Subsidiary Guarantor with respect to such Holder, payment; provided that the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it Successor Issuer shall not be entitled to enforce any right payment by way of subrogation in relation to or contribution until all obligations of the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, Company and the Holders of Notes and Subsidiary Guarantors under the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided Indenture have been paid in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteefull.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Six, the Guarantor hereby each Guarantor, by execution of this Seventh Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ia) the due and punctual payment of the principal of, premium, interest and additional amounts, if any, on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of (including interest on the Redemption Price upon redemption pursuant to Article 3 hereof)overdue principal of, premium, if any, and and, to the extent permitted by law, interest and Additional Interestadditional amounts, if any, on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and the Indenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of this Seventh Supplemental Indenture, howeveragrees that its obligations hereunder shall be absolute and unconditional, in irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or the case of clauses (i) and (ii) aboveIndenture, any failure to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to enforce the provisions of this Article 15, any such Note or the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, any waiver, modification or indulgence granted to the absence of any action to enforce Issuer with respect thereto by the same, any waiver or consent by any Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the this Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premiuminterest and additional amounts, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofthereon. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Six, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Seven for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSeven, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Guarantee.

Guarantee. By its Each U.S. Guarantor, in consideration of the execution hereofand delivery of this Agreement, the Guarantor acknowledges purchase of the Notes by the Purchasers and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for other good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated receipt and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance sufficiency of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Partyacknowledged, including but not limited hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided thereineach holder, the Guarantee shall not be discharged except by due and punctual payment in full by the Issuer of all Guarantee Obligations(a) the principal of, including the principal, premiumMake-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become owing by the Issuer to the holders under the terms and provisions of the Notes, this Agreement, any other Note Document or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the preceding sentence (the “Unconditional Guarantee”) is an absolute, present and continuing guarantee of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from any other Obligor or guarantor of the Notes (including, without limitation, any other U.S. Guarantor hereunder and any other Guarantor that executes an English Guarantee Agreement) or upon any other action, occurrence or circumstance whatsoever. In the event that the Issuer shall fail so to pay any of such Guaranteed Obligations, each U.S. Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and all other costs provided for under this Indenture Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each U.S. Guarantor agrees that the Notes may (but need not) make reference to the Unconditional Guarantee. Each U.S. Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as provided in Article 7 hereof. If a consequence, direct or indirect, of (x) any Holder or the Trustee is required breach by such U.S. Guarantor, by any court other Guarantor or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer of any warranty, covenant, term or condition in, or the Guarantor to the Trustee or such Holderoccurrence of any default under, this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, any other Note Document or any other instrument referred to therein, together with all expenses resulting from the extent theretofore dischargedcompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, any other Note Document or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Section 13, provided, that no U.S. Guarantor shall be reinstated in full force liable for any damage, loss, cost or expense arising out of the gross negligence or willful misconduct of any holder. Each U.S. Guarantor hereby acknowledges and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, U.S. Guarantor’s liability hereunder is joint and the Holders of Notes and the Trustee, on several with the other hand, (xGuarantors and any other Person(s) the maturity of who may guarantee the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration and indebtedness under and in respect of the Guarantee Obligations, Notes and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteeother Note Documents.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer Company and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15Sixteen, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note Securities of such series that are guaranteed by the Guarantor, and authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of and premium (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, Eleven) and interest and Additional Interest, if any, Interest on the Notes Securities of such series shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption redemption, or otherwise, and interest Interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest Interest on any interestoverdue Interest, if any, on the Notes Securities of such series and all other obligations of the Issuer Company to the Holders of Securities of such series or the Trustee hereunder or under the Notes Securities of such series (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities of such series 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 1603 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15Sixteen, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities of such series that are guaranteed by the Guarantor, or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of such series with respect to any thereof, the entry of any judgment against the IssuerCompany, 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 waives and relinquishes: (a) any right to require the Trustee, the Holders of Securities or such series or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the IssuerCompany, any Benefited Party, any creditor of the Guarantor or the Issuer Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal and interest Interest on the Notes Securities of such series and all other costs provided for under this Indenture or as provided in Article 7 hereofSix. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the Guarantor, or any trustee or similar official acting in relation to either the Issuer Company or the Guarantor, any amount paid by the Issuer Company or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes Securities of such series that are guaranteed by the Guarantor and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 Five hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Person that becomes a Guarantor in accordance with Section 4.06, by execution of a supplemental indenture to this Indenture providing for such guarantee, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the Guarantor hereby unconditionally guarantees “Note Guarantees”) to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on overdue principalthe Notes, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of a supplemental indenture to this Indenture, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense such Guarantor. Each Guarantor, by execution of a supplemental indenture to this Indenture, waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Guarantor. The Guarantor hereby waives and relinquishes: (a) Issuer, any right to require a proceeding first against the TrusteeIssuer, the Holders protest or notice with respect to any such Note or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind Indebtedness evidenced thereby (except as expressly required by this Indenture)hereunder, including but not limited pursuant to notice of the existenceArticle Six hereof) and all demands whatsoever, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the this Note Guarantee shall not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture thereon or as otherwise provided in Article 7 hereofthis Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Each Guarantor, or any trustee or similar official acting in relation by execution of a supplemental indenture to either the Issuer or the Guarantorthis Indenture, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby pursuant to such supplemental indenture may be accelerated as provided in Article 6 hereof Six for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed by execution of such supplemental indenture, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the Note Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject (a) Subject to the provisions of this Article 153, the Guarantor hereby irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ix) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereofFundamental Change Repurchase Price), premium, if anythe Conversion Obligation with respect to, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full and/or performed in accordance with the terms of the Indenture when due, whether at the Maturity Date, upon declaration of acceleration, upon redemption required repurchase, upon conversion or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (iiy) 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 the Maturity Date, by acceleration, call for redemption required repurchase, conversion or otherwise. Furthermore, subject to the provisions of this Article 3, the Guarantor hereby unconditionally guarantees to the Trustee and to each Holder and their respective successors and assigns that (z) all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be duly and punctually paid in full or performed, all in accordance with the terms hereof, subject, however, in the case of clauses (ix), (y) and (iiz) above, to the limitations set forth in Section 15.03 3.02 hereof (the obligations set forth in this Section 3.01 collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its The Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute constitutes a legal or equitable discharge or defense general unsecured and unsubordinated obligation of the Guarantor. The Guarantor hereby waives and relinquishes: (a) Failing payment when due of any right to require the Trusteeamount so guaranteed or any performance so guaranteed for whatever reason, the Holders Guarantor will be obligated to pay or perform the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectsame immediately. The Guarantor agrees that it shall this is a guarantee of payment and not be entitled to any right a guarantee of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteecollection.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the (a) The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of a Note authenticated Noteholder and delivered by to the Trustee on behalf of each Noteholder the due and its successors and assigns that: (i) punctual payment of the principal of and interest on, and all other amounts payable under (including the Redemption Price upon redemption pursuant to Article 3 hereofany Additional Amounts payable in respect of), premiumthe Notes when and as the same shall become due and payable, if any, and interest and Additional Interest, if any, whether on the Notes shall be duly and punctually paid in full when due, whether at the Maturity DateStated Maturity, upon acceleration, upon by call for redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 such Note and of this Indenture. The Guarantor hereby waives its right to require the extension Trustee to pursue or renewalexhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Guarantee. The Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof, interest thereon and all other amounts payable thereunder (including any Additional Amounts payable in respect thereof), if any, on, the Note guaranteed thereby and all other amounts payable under this Indenture with respect to such Note. If at any time any amount paid on a Note is rescinded or must otherwise be restored, the rights of the Holders of the Notes under the Guarantee will be reinstated with respect to such payment as though such payment had not been made. In case of the failure of the Issuer punctually to pay any such principal or interest the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Maturity DateStated Maturity, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent as if such payment were made by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for (a) In consideration of good and valuable consideration, includingthe receipt and sufficiency of which is hereby acknowledged, without limitationeach of the Subsidiary Guarantors, such substantial benefits. Accordinglyjointly and severally, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees, which guarantee shall be secured as provided in the Collateral Documents (each such guarantee, together with each New Guarantee and any future guarantees executed pursuant to Section 12.7 hereof, being a “Guarantee”), to each Holder holder of a Note authenticated and delivered by the Trustee and its successors to the Trustee, irrespective of the validity and assigns enforceability of this Indenture, the Note or the obligations of the Company under this Indenture or the Note, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall Note will be duly and punctually paid in full when due, whether at the Maturity Datematurity or interest payment date, by acceleration, call for redemption, upon acceleration, upon redemption a purchase offer or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on of the Notes Note, if lawful, and all other obligations of the Issuer Company to the Holders holders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall Note will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Note; and (ii) in case of any extension of time of payment or renewal of any Notes securities or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption redemption, upon a purchase offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof otherwise (collectively, the “Guarantee Guaranteed Obligations”). Subject to the provisions This Guarantee is a guarantee of this Article 15payment and not of collection. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantor hereby agrees that its Guarantee hereunder Subsidiary Guarantors shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action jointly and severally obligated to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce pay the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense before failure to so pay becomes an Event of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeDefault.

Guarantee. By its execution hereof(a) On the Issue Date, 3M will execute and deliver to the Trustee the 3M Guarantee Agreement, pursuant to which the Notes will initially be guaranteed on an unsecured, unsubordinated basis by 3M. Pursuant to the 3M Guarantee as set forth in the 3M Guarantee Agreement, 3M will unconditionally guarantee on an unsecured, unsubordinated basis, the Guarantor acknowledges full and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable considerationpunctual payment when due, includingwhether at stated maturity, without limitationby acceleration, such substantial benefits. Accordinglyredemption or otherwise, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) including interest on any overdue principal and interest, if any, on ) the Notes if lawful, and all other obligations Obligations of the Issuer under this Indenture and the Notes. Pursuant to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations3M Guarantee Agreement, the same 3M Guarantee will be automatically, irrevocably and unconditionally terminated and be discharged and of no further force or effect, and 3M shall automatically, irrevocably and unconditionally be promptly paid in full when due or performed in accordance with the terms released from all of the extension or renewalits obligations thereunder, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of without any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the GuarantorTrustee, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or any other person, (i) upon the Trustee is required by any court earliest to occur of (A) the consummation of the Distribution and (B) the consummation of a Legal Defeasance or otherwise Covenant Defeasance relating to return to either the Issuer Notes as set forth in Article 8 or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor discharge of this Indenture with respect to the Trustee Notes as set forth in Article 11 or such Holder(ii) otherwise in accordance with the provisions of this Indenture (the “3M Guarantee Release Condition”; the date upon which the 3M Guarantee is terminated and released in accordance with its terms, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any “3M Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeRelease Date”).

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note Debt Security authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Dateapplicable maturity date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Dateapplicable maturity date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.;

Guarantee. By its execution hereof, The Guarantors (as defined in the Indenture referred to in the Note upon which this notation is endorsed and each hereinafter referred to as a "Guarantor," which term includes any successor person under the Indenture) have unconditionally guaranteed on a senior unsecured basis (such guarantee by each Guarantor acknowledges and agrees that it receives substantial benefits from being referred to herein as the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: "Guarantee") (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, premium and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. No stockholder, subjectofficer, howeverdirector, in the case of clauses (i) and (ii) aboveemployee or incorporator, to the limitations set forth in Section 15.03 hereof (collectivelyas such, the “Guarantee Obligations”). Subject to the provisions of this Article 15past, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditionalpresent or future, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce Guarantor shall have any liability under the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise Guarantee by reason of the incapacityhis or its status as such stockholder, lack of authorityofficer, death director, employee or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Codeincorporator. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full valid or obligatory for any purpose until the certificate of all Guarantee Obligations, including the principal, premium, if any, and interest authentication on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or upon which the Guarantee is noted shall have been executed by the Trustee is required by any court or otherwise to return to either under the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid Indenture by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectmanual signature of one of its authorized officers. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.GUARANTORS:

Guarantee. By its execution hereof, The Guarantors (as defined in the Indenture referred to in the Note upon which this notation is endorsed and each hereinafter referred to as a "Guarantor," which term includes any successor person under the Indenture) have unconditionally guaranteed on a senior unsecured basis (such guarantee by each Guarantor acknowledges and agrees that it receives substantial benefits from being referred to herein as the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: "Guarantee") (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, premium and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. No stockholder, subjectofficer, howeverdirector, in the case of clauses (i) and (ii) aboveemployee or incorporator, to the limitations set forth in Section 15.03 hereof (collectivelyas such, the “Guarantee Obligations”). Subject to the provisions of this Article 15past, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditionalpresent or future, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce Guarantor shall have any liability under the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise Guarantee by reason of the incapacityhis or its status as such stockholder, lack of authorityofficer, death director, employee or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Codeincorporator. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full valid or obligatory for any purpose until the certificate of all Guarantee Obligations, including the principal, premium, if any, and interest authentication on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or upon which the Guarantee is noted shall have been executed by the Trustee is required by any court or otherwise to return to either under the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid Indenture by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectmanual signature of one of its authorized officers. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.SIGNATURES

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject (a) Subject to the provisions of this Article 153, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ix) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereofFundamental Change Repurchase Price), premium, if anythe Conversion Obligation with respect to, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full and/or performed in accordance with the terms of the Indenture when due, whether at the Maturity Date, upon declaration of acceleration, upon redemption required repurchase, upon conversion or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (iiy) 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 the Maturity Date, by acceleration, call for redemption required repurchase, conversion or otherwise. Furthermore, subject to the provisions of this Article 3, the Guarantor hereby unconditionally guarantees to the Trustee and to each Holder and their respective successors and assigns that (z) all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof, subject, however, in the case of clauses (ix), (y) and (iiz) above, to the limitations set forth in Section 15.03 3.02 hereof (the obligations set forth in this Section 3.01 collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its The Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute constitutes a legal or equitable discharge or defense general unsecured and unsubordinated obligation of the Guarantor. The Guarantor hereby waives and relinquishes: (a) Failing payment when due of any right to require the Trusteeamount so guaranteed or any performance so guaranteed for whatever reason, the Holders Guarantor will be obligated to pay or perform the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectsame immediately. The Guarantor agrees that it shall this is a guarantee of payment and not be entitled to any right a guarantee of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteecollection.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any overdue interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Six, the Guarantor hereby each Guarantor, by execution of this Eighth Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ia) the due and punctual payment of the principal of, premium, interest and additional amounts, if any, on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of (including interest on the Redemption Price upon redemption pursuant to Article 3 hereof)overdue principal of, premium, if any, and and, to the extent permitted by law, interest and Additional Interestadditional amounts, if any, on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and the Indenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of this Eighth Supplemental Indenture, howeveragrees that its obligations hereunder shall be absolute and unconditional, in irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or the case of clauses (i) and (ii) aboveIndenture, any failure to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to enforce the provisions of this Article 15, any such Note or the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, any waiver, modification or indulgence granted to the absence of any action to enforce Issuer with respect thereto by the same, any waiver or consent by any Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the this Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premiuminterest and additional amounts, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofthereon. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Six, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Seven for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSeven, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, the Guarantor hereby Parent and each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each a “Note Guarantee” and collectively the “Note Guarantees”) to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on overdue principalthe Notes, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note, this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations with respect to the Notes, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. The Parent and each Guarantor, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions by execution of this Article 15Indenture, the Guarantor hereby agrees that its Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note, this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Parent and each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the this Note Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthereon. The Parent and each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itthe Parent or such Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent and each Guarantor for the purpose of the this Note Guarantee.

Guarantee. By its execution hereofUnder the Guarantee, the Guarantor acknowledges has irrevocably and agrees that it receives substantial benefits from unconditionally guaranteed the Issuer due and that the Guarantor is providing its Guarantee for good and valuable considerationpunctual payment of all principal, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, premium and interest and Additional Interestany other sums from time to time expressed to be payable by the Issuer in respect of the Tier 1 BCNs, if any, on the Notes shall be duly delivery of Ordinary Shares upon the occurrence of a Contingency Event Conversion or a Viability Event Conversion and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to performance by the extent permitted by law) interest on any interest, if any, on Issuer of its other obligations under the Notes and all other Tier 1 BCNs. The obligations of the Issuer to the Holders or the Trustee hereunder or Guarantor under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; Guarantee constitute direct 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part unsecured obligations of the Guarantor, the Issuer, any Benefited Party, any creditor subordinated as described therein. The form of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited Guarantee is scheduled hereto as Schedule 3. 5 Set-off Subject to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of applicable law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture in Condition 7(a), no Holder may exercise, claim or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to plead any right of subrogation in relation to the Holders set-off, compensation or retention in respect of any Guarantee Obligations hereby until payment amount owed to it by the Issuer in full respect of, or arising under or in connection with, the Tier 1 BCNs, and each Holder shall, by virtue of his holding of any Tier 1 BCN, be deemed to have waived all such obligations guaranteed herebyrights of set-off, compensation or retention. The Guarantor agrees thatNotwithstanding the preceding sentence, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity if any of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for amounts owing to any Holder by the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration Issuer in respect of, or arising under or in connection with the Tier 1 BCNs is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Guarantee ObligationsIssuer (or, and (y) in the event of any acceleration its liquidation, dissolution or winding-up, the liquidator of the Issuer) and, until such obligations time as provided payment is made, shall hold an amount equal to such amount in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor trust for the purpose Issuer (or the liquidator of the GuaranteeIssuer) and accordingly any such discharge shall be deemed not to have taken place.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer Operating Partnership and that the Guarantor is providing its Guarantee Guarantees for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15Sixteen, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note Securities of each series that, pursuant to Section 301 of this Indenture, are guaranteed by the Guarantor and that are authenticated by the Trustee and delivered by the Trustee or the Operating Partnership and its successors and assigns any Coupons appertaining thereto that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, and interest and Additional Interestinterest, if any, on on, and Additional Amounts, if any, with respect to the Notes Securities of such series and any Coupons appertaining thereto shall be duly and punctually paid in full when due, whether at the Maturity DateStated Maturity, upon acceleration, upon redemption or otherwise; (ii) to the extent permitted by applicable law, and interest on overdue principalprincipal of, overdue premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on on, and overdue Additional Amounts, if any, with respect to, the Notes Securities of such series and any Coupons appertaining thereto shall be duly and punctually paid in full when due; and (iii) all other obligations of the Issuer Operating Partnership to the Holders or of Securities of such series and any Coupons appertaining thereto and to the Trustee hereunder or and under the Notes Securities of such series or any Coupons appertaining thereto (including including, without limitation, obligations to pay fees, expenses and other charges, and also including any obligations of the Operating Partnership to convert the Securities of such series into or otherexchange the Securities of such series for Capital Stock or other securities or property) shall be promptly duly and punctually paid in full when due or duly and punctually performed, as the case may be, all in accordance with the terms hereof; hereof and (ii) thereof, and, in case of any extension of time of payment or renewal of any Notes Securities of such series or any Coupons appertaining thereto or any of such other obligations, the same shall be promptly duly and punctually paid in full when due due, whether at the Stated Maturity, by acceleration, call for redemption or performed otherwise, or duly and punctually performed, as the case may be, in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the each case of clauses (i) and (ii) abovereferred to above in this paragraph, to the limitations set forth in Section 15.03 1603 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15Sixteen, the Guarantor hereby agrees agrees, to the extent permitted by applicable law, that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities of any series or any Coupons appertaining thereto or of this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of any series or any Coupons appertaining thereto with respect to any thereof, the entry of any judgment against the IssuerOperating Partnership, 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 waives and relinquishes, to the extent permitted by applicable law: (a) any right to require the Trustee, the Holders of Securities of any series or any Coupons appertaining thereto or the Issuer Operating Partnership (each, a “Benefited Party”) to proceed against the Issuer Operating Partnership or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured partyBenefited Party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) diligence, presentment, the filing of claims with any court in the event of a merger, consolidation, bankruptcy, insolvency or dissolution of the Operating Partnership, any right to require a proceeding first against the Operating Partnership and any demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the IssuerOperating Partnership, any other Benefited Party, Party or any creditor of the Guarantor or the Issuer Operating Partnership or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, election of the application of Section 1111(b)(2) (or any successor provision thereto) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 (or any successor provision thereto) of the Bankruptcy Code. The Guarantor hereby covenants covenants, to the extent permitted by applicable law, that, except as may otherwise be provided thereinpursuant to Section 301 of this Indenture with respect to the Guarantee of the Securities of any series, the Guarantee of the Securities of any series and any Coupons appertaining thereto shall not be discharged except (x) by payment and performance in full of all Guarantee Obligations, including the principalpayment in full of the principal of, and premium, if any, and interest on interest, if any, on, and Additional Amounts, if any, with respect to, the Notes Securities of such series and any Coupons appertaining thereto, all Additional Amounts, if any, payable in respect of any payments made by the Guarantor under such Guarantee and all other costs and expenses provided for under this Indenture or (y) as provided in Article 7 hereofFour of this Indenture (subject to the survival of certain obligations of the Guarantor as provided in such Article Four). If any Holder of the Securities of any series that are guaranteed by the Guarantor pursuant to this Indenture or any Coupons appertaining thereto or the Trustee is required by any court or otherwise to return to either the Issuer Operating Partnership or the Guarantor, or any trustee or similar official acting in relation to either the Issuer Operating Partnership or the Guarantor, any amount paid by the Issuer Operating Partnership or the Guarantor to the Trustee or such HolderHolder in respect of the Securities of that series or any Coupons appertaining thereto, the GuaranteeGuarantee of the Securities of such series and the Coupons, if any, appertaining thereto, to the extent theretofore dischargeddischarged or released, shall shall, to the extent permitted by applicable law, be reinstated in full force and effect, it being understood and agreed that, anything in this Indenture to the contrary notwithstanding unless otherwise provided with respect to the Securities of any series pursuant to Section 301, the provisions of this sentence shall survive any release, pursuant to Section 401 or 402, of the Guarantor’s Guarantees of the Securities of any series and of the Guarantor from its obligations under this Indenture with respect to the Securities of any series and remain in full force and effect. The Guarantor agrees agrees, to the extent permitted by applicable law, that it shall not be entitled to any right of subrogation in relation to the Holders of the Securities of any series or any Coupons appertaining thereto in respect of any Guarantee Obligations hereby until payment in full and performance of all such obligations guaranteed herebyGuarantee Obligations. The Guarantor agrees agrees, to the extent permitted by applicable law, that, as between it, on the one hand, and the Holders of Notes Securities of each series that are guaranteed by the Guarantor and any Coupons appertaining thereto and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes Five hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of any such obligations as provided in Article 6 Five hereof, such the Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 1510, each Guarantor, by execution of the Guarantor hereby Guarantee, will jointly and severally unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by to the Trustee and its successors and assigns that: Trustee, (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principalprincipal of, and premium, if any, Additional Interestand interest on the Notes, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual performance of all other obligations Obligations of the Issuer Issuers to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or otherwithout limitation amounts due the Trustee under Section 7.07) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of the Guarantee, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees will agree that its Guarantee obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuers with respect thereto by any 91 -83- the Holder of such Note or the Notes with respect to any thereofTrustee, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense such Guarantor. Each Guarantor, by execution of the Guarantor. The Guarantor hereby waives and relinquishes: (a) Guarantee, will waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuers, any right to require a proceeding first against the TrusteeIssuers, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense and will covenant that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premium, premium if any, and interest on the Notes thereon and all other costs provided for under this Indenture or as provided in Article 7 Section 9.01 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Each Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, execution of the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees will further agree that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of this Guarantee. In addition, without limiting the Guaranteeforegoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article 10 and not discharged. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price repurchase price upon redemption repurchase pursuant to Article 3 hereof), premium, if any, 3) and interest and Additional Interest, if any, Interest on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption repurchase due to a Fundamental Change or otherwise, and interest Interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest Interest on any interestoverdue Interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption upon repurchase due to a Fundamental Change or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal and interest Interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer Company and that the Guarantor it is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article ARTICLE 15, the Guarantor hereby absolutely and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns each Holder that: (i) the principal of (including the Redemption Fundamental Change Purchase Price upon redemption repurchase pursuant to Article 3 hereof), premium, if any, ARTICLE 3) and interest and Additional Interest, if any, on the Notes (including any Additional Interest) shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption repurchase due to a Fundamental Change or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any overdue interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly punctually paid in full or performed, all in accordance with 000-0000-0000/13/AMERICAS according to their terms and the terms hereofof this Indenture; 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 the Maturity Date, by acceleration, call for redemption upon repurchase due to a Fundamental Change or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article ARTICLE 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the IssuerCompany, 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 waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the IssuerCompany, any Benefited Party, any creditor of the Guarantor or the Issuer Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy CodeLaw; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy CodeLaw. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeNotes.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject 76 (a) Subject to the provisions of this Article 1512, each of the Guarantor hereby Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Issuer hereunder or thereunder, that: (ia) the principal Issue Price of and accrued Original Issue Discount (including the Redemption Price upon redemption pursuant to Article 3 hereof), premiumor interest, if any, the Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event) and interest Contingent Interest and Additional Defaulted Interest, if any, on the Notes shall Securities will be duly and punctually promptly paid in full when due, whether at the Maturity Datematurity, upon by acceleration, upon redemption redemption, purchase or otherwise, and interest on the overdue principal, premiumprincipal of and interest (including Contingent Interest) on the Securities, if any, Additional Interestif lawful, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder Guarantors shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action jointly and severally obligated to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce pay the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantorimmediately. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Each Guarantor agrees that it shall this is a guarantee of payment and not be entitled to any right a guarantee of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteecollection.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 1510, each Guarantor, by execution of a Guarantee substantially in the Guarantor hereby form of Exhibit G hereto, will jointly and severally unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by to the Trustee and its successors and assigns that: Trustee, (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principalprincipal of, and premium, if any, Additional Interestand interest on the Notes, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or otherwithout limitation amounts due the Trustee under Section 7.7) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of the Guarantee, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees will agree that its Guarantee obligations thereunder and hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of such Note or the Notes with respect to any thereofTrustee, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Company will not permit any of its Restricted Subsidiaries to guarantee or otherwise become contingently liable for any Indebtedness of the Company or any Guarantor hereby waives and relinquishes: (a) without causing such Restricted Subsidiary to issue a Guarantee that ranks in right of payment in relation to the guarantee of such other Indebtedness the same as the ranking in right of payment of the Notes or the Guarantees, as the case may be, in relation to such other Indebtedness. Each Guarantor, by execution of the Guarantee, will waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the TrusteeCompany, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense and will covenant that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premium, premium if any, and interest on the Notes thereon and all other costs provided for under this Indenture or as provided in Section 9.1 and Section 9.2 or this Article 7 hereof10. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Each Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, execution of the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees will further agree that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of this Guarantee. In addition, without limiting the Guaranteeforegoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article 10 and not discharged. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 1510, the each Guarantor hereby jointly and severally unconditionally guarantees to each Holder and to the Trustee, on behalf of a Note authenticated and delivered by the Trustee and its successors and assigns that: Holders, (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principalprincipal of, and premium, if any, Additional Interestand interest on the Notes, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual performance of all other obligations Obligations of the Issuer Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Each Guarantor hereby agrees that its Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of such Note or the Notes with respect to any thereofTrustee, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the TrusteeCompany, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premium, premium if any, and interest on the Notes thereon and all other costs provided for under this Indenture or as provided in Article 7 Section 9.1 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of this Guarantee. In addition, without limiting the Guaranteeforegoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article 10 and not discharged. The Guarantee set forth in this Section 10.1 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee. The Guarantee issued by any Guarantor shall be an unsecured senior obligation of such Guarantor.

Guarantee. By its execution hereofSubject to this Article 10, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor Guarantors hereby unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns thatassigns: (ia) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when dueNotes, subject to any applicable grace period, whether at the Maturity DateStated Maturity, upon by acceleration, upon redemption or otherwise, the due and punctual payment of interest on the overdue principal, principal of and premium, if any, and, to the extent permitted by law, interest and Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes due and punctual performance of all other obligations of the Issuer Companies to the Holders or the Trustee hereunder under this Indenture, the Registration Rights Agreement or under any other agreement with or for the Notes (including fees, expenses benefit of the Holders or other) shall be promptly paid in full or performedthe Trustee, all in accordance with the terms hereofhereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by accelerationacceleration pursuant to Section 6.02, call for redemption or otherwise, subject, however, in the case . Failing payment when due of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectivelyany amount so guaranteed or any performance so guaranteed for whatever reason, the “Guarantee Obligations”)Guarantors shall be jointly and severally obligated to pay the same immediately. Subject to the provisions Each Guarantor agrees that this is a guarantee of this Article 15, the payment and not a guarantee of collection. Each Guarantor hereby agrees that its obligations with regard to its Guarantee hereunder shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Companies under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry recovery of any judgment against the IssuerCompanies or any other obligor with respect to this Indenture, the Notes or the Obligations of the Companies under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of the a Guarantor. The Each Guarantor hereby further, to the extent permitted by law, waives and relinquishes: (a) any right relinquishes all claims, rights and remedies accorded by applicable law to require the Trustee, the Holders guarantors and agrees not to assert or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability take advantage of any other Person such claims, rights or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture)remedies, including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.to:

Guarantee. By its execution The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantor acknowledges and agrees that it receives substantial benefits from Guarantor, the Issuer (defined below) and that U.S. Bank National Association, as Trustee (the Guarantor is providing its “Indenture”), has irrevocably and unconditionally guaranteed on a senior basis the Guarantee for good and valuable considerationObligations (as defined in Section 15.01 of the Indenture), including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: which include (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest Interest and Additional Interest, if any, on the 3.250% Exchangeable Senior Notes shall be duly and punctually paid in full when duedue 2012 (the “Notes”) of Xxxxxx Realty, L.P., a Delaware limited partnership (the “Issuer”), whether at the Maturity Datematurity, by acceleration, call for redemption, upon acceleration, upon redemption a repurchase or otherwise, the due and interest punctual payment of Interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest Interest on any interest, if any, Interest on the Notes Notes, and the due and punctual performance of all other obligations of the Issuer Issuer, to the Holders of the Notes or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption redemption, upon a repurchase or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. The Guarantor hereby waives diligence, subjectpresentment, howeverdemand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence event of any action to enforce the same, any waiver transfer or consent assignment of rights by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the Issuer (each, terms and conditions hereof. This is a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason Guarantee of the incapacity, lack payment and performance and not of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Codecollectibility. The Guarantor hereby covenants that, except as otherwise provided therein, the This Guarantee shall not be discharged except by payment in full valid or obligatory for any purpose until the certificate of all Guarantee Obligations, including the principal, premium, if any, and interest authentication on the Notes and all other costs provided for Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual or facsimile signature of one of its authorized officers. The obligations of the Guarantor under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, Guarantee shall be limited to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees necessary to ensure that it shall does not be entitled to any right of subrogation in relation to constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) same meanings given in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeIndenture unless otherwise indicated.

Guarantee. By its execution hereofThe Guarantor hereby guarantees to each holder of any Note or Notes at any time outstanding (a) the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by prepayment or otherwise) of the Guarantor acknowledges principal of and agrees that it receives substantial benefits from Make-Whole Amount (if any) and interest on the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, Notes (including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on any overdue principal, premiumMake-Whole Amount and, if any, Additional Interest, if any, and (to the extent permitted by applicable law) interest , on any overdue interest, if any, on the Notes ) and all other obligations of amounts from time to time owing by the Issuer to the Holders or the Trustee hereunder or Company under this Agreement and under the Notes (including feesincluding, without limitation, costs, expenses or otherand taxes), and (b) shall the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be promptly paid performed and observed hereunder, in full or performed, all each case strictly in accordance with the terms hereof; thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, the Guarantor will (iix) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Guaranteed Obligations, the same shall will be promptly paid in full when due (whether at extended maturity, by acceleration, by prepayment or performed otherwise) in accordance with the terms of the such extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) renewal and (iiy) above, pay to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence holder of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or Note such Holder, the Guaranteeamounts, to the extent theretofore dischargedlawful, as shall be reinstated in full force sufficient to pay the reasonable costs and effectexpenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. The All obligations of the Guarantor agrees that it under this Section 13 shall not be entitled to any right of subrogation in relation to survive the Holders in respect transfer of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one handNote, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity any obligations of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for Guarantor under this Section 13 with respect to which the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect underlying obligation of the Guarantee Obligations, and (y) in the event Company is expressly stated to survive payment of any acceleration Note shall also survive payment of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeNote.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price or repurchase price upon redemption or repurchase pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption redemption, upon a repurchase, upon repurchase due to a Designated Event or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption redemption, uxxx xxxxxxxxxx, xxxx xxxxxxxxxx due to a Designated Event or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants covenant that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price or repurchase price upon redemption or repurchase, as the case may be, pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption redemption, upon a repurchase, upon repurchase due to a Designated Event or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption redemption, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx due to a Designated Event or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s partys power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(21111 (b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges Guarantors acknowledge and agrees agree that it receives they receive substantial benefits from the Issuer Company and that the Guarantor is they are providing its their Guarantee for good and valuable consideration, including, without limitation, such substantial benefitsbenefits and services. Accordingly, subject to the provisions of this Article 15Fourteen, each of the Guarantor Guarantors hereby jointly and severally unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, Additional Amounts and interest and Additional Interest(including, if anywithout limitation, any interest that accrued after, or would accrue but for, the commencement of a proceeding of the type described in Section 6.01(7) or (8)) on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Datematurity, by acceleration, call for redemption, upon accelerationan Offer, upon redemption an Excess Proceeds Offer or otherwise, and interest on overdue principal, and premium, if any, Additional Interest, if any, Amounts and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, Additional Amounts, if any, and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) of the Company to the Holders, or the Trustee or the 105 Collateral Agent hereunder, under the Notes and the Collateral Documents and the Guarantors under the Notes, this Indenture, the Collateral Documents and the Guarantees, whether now or hereafter existing, shall be promptly paid in full or performed, all in accordance with the terms hereofhereof 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 the Maturity Datestated maturity, by acceleration, call for redemption redemption, upon an Offer, upon an Excess Proceeds Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof 14.05 (collectively, the “Guarantee Obligations”). An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Guarantee Obligations of the Company. Each Guarantee is intended to be superior to or pari passu in right of payment with all Indebtedness of the respective Guarantor and each Guarantor’s obligations under this Indenture, the Notes and the Collateral Documents are independent of any obligation of the Company or any other Guarantor under this Indenture, the Notes and the Collateral Documents. Each Guarantor further agrees that the obligations under this Indenture, the Notes and the Collateral Documents may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that each Guarantor will remain bound under this Article Fourteen notwithstanding any extension or renewal of any obligation under this Indenture, the Notes and the Collateral Documents. Subject to the provisions of this Article 15Fourteen, the Guarantor Guarantors hereby agrees agree that its their Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Collateral Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the GuarantorGuarantors. The Guarantor Guarantors hereby waives expressly waive and relinquishesrelinquish: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the GuarantorGuarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness Indebtedness or obligation or of any action or non-action on the part of the GuarantorGuarantors, the IssuerCompany, any Benefited Party, any creditor of the Guarantor Guarantors or the Issuer Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; and (f) any defense arising because the benefits of orden excusion y division and of prior judgment, levy, execution and other rights provided for in Articles 2814, 2815, 2817, 2818, 2820, 2821, 2823, 2827 and 2836 of the Civil Code of the Federal District of Mexico, and the corresponding articles of the other states of Mexico, which articles are not reproduced herein as a Benefited Party’s electionresult of the express acknowledgment that the contents of said Articles are known to each Guarantor. Therefore, in any proceeding instituted each Guarantor hereby irrevocably and expressly waives its rights under the Bankruptcy Lawbenefits of, Articles 2846 and 2847 of the application Civil Code for the Federal District of Section 1111(b)(2) Mexico. Each Guarantor also hereby irrevocably and expressly waives any requirement of judicial demand for payment, whether under Article 2848 or 2849 of the Bankruptcy Code; and (g) any defense based on any borrowing Civil Code for the Federal District of Mexico or grant of otherwise. All such Articles are not reproduced herein as a security interest under Section 364 result of the Bankruptcy Codeexpress acknowledgment of each Guarantor that the contents of said Articles are known to it. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by upon the payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest and Additional Amounts, if any, on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofFourteen, and after such termination is not reinstated except as set forth in the second succeeding paragraph. Each Guarantor waives notice of any default under the Notes or the obligations under this Indenture, the Notes and the Collateral Documents. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes, the Collateral Documents or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Collateral Documents or any other agreement; (iv) the release of any security held by any Holder, the Collateral Agent or the Trustee for the obligations under this Indenture, the Notes and the Collateral Documents or any of them; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any guarantor of the obligations under this Indenture, the Notes and the Collateral Documents; or (vi) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the obligations under this Indenture, the Notes and the Collateral Documents. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the GuarantorGuarantors, or any trustee or similar official acting in relation to either the Issuer Company or the GuarantorGuarantors, any amount paid by the Issuer Company or the Guarantor Guarantors to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees Guarantors agree that it they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees Guarantors agree that, as between itthemselves, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of the Guarantee. Each Guarantor agrees that it shall not be entitled to any right of subrogation, contribution, exoneration, indemnification or reimbursement in relation to the Holders in respect of any Guarantee Obligations until payment in full of all Guarantee Obligations. If any amount shall be paid to such Guarantor in violation of the preceding sentence at any time prior to the later of the payment in full of the Notes and all other amounts payable under this Indenture and under each Guarantee upon the Stated Maturity of the Notes, such amount shall be held in trust for the benefit of the Holders and the Trustee and shall forthwith be paid to the Trustee to be credited and applied to the Notes and all other amounts payable under each Guarantee, whether matured or unmatured, in accordance with the terms of this Indenture, or to be held as security for any obligations under this Indenture, the Notes and the Collateral Documents or other amounts payable under any Guarantee thereafter arising. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) subject to this Article Fourteen, the maturity of the Guarantee Obligations may be accelerated as provided in Article Six for the purposes of each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such Guarantee Obligations as provided in Article Six, such obligations (whether or not due and payable) shall, forthwith become due and payable by the Guarantor for the purposes of each Guarantee. A Guarantor that makes a distribution or payment under its Guarantee shall be entitled to contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each such other Guarantor for all payments, damages and expenses incurred by that Guarantor in discharging the Company’s obligations with respect to the Notes and this Indenture or any other Guarantor with respect to its Guarantee, so long as the exercise of such right does not impair the rights of the Holders of the Notes under the Guarantees. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 14.01.

Guarantee. (a) By its execution hereof, the each Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer Company and the issuance of the Notes and that the such Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, including such substantial benefits. Accordingly, subject to the provisions of this Article 1513, the such Guarantor hereby fully and unconditionally guarantees as a primary principal obligation and not merely as a surety to each Holder of Holder, on a Note authenticated and delivered by the Trustee senior basis, and its successors and assigns that: (ix) the principal of Principal Payments and Interest Payments (including the Redemption Price upon redemption pursuant to Article 3 hereof), premiumPrice, if any, and interest and Additional Interest, if any, on the Notes applicable) shall be duly and punctually paid in full and/or performed in accordance with the terms of this Indenture when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional along with any Default Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, (y) in case of any extension of time of payment of any Notes or any of such other obligations, the same shall be duly and punctually paid in full and/or performed in accordance with the terms of this Indenture when due or performed in accordance with the terms of the extension, along with any Default Interest, on the Notes. Furthermore, subject to the provisions of this Article 13, such Guarantor hereby unconditionally guarantees to the Trustee, the Holders’ Representative and each Holder and their respective successors and assigns that all other obligations of the Issuer Company to the Holders Holders, the Holders’ Representative or the Trustee hereunder or under the Notes (including fees, expenses or otherother obligations) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) aboveeach of the foregoing obligations set forth above in this Section 13.01, to the limitations set forth in Section 15.03 13.02 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided set forth in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.this Section

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note Debenture authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price or repurchase price upon redemption or repurchase pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes Debentures shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption redemption, upon a repurchase, upon repurchase due to a Designated Event or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes Debentures and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes Debentures (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes Debentures 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 the Maturity Date, by acceleration, call for redemption redemption, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx due to a Designated Event or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Debentures or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Debentures with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes Debentures and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes Debentures and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Ten, each Guarantor, by execution of this Indenture, jointly and severally, unconditionally guarantees (each, a “Note Guarantee” and collectively, the Guarantor hereby unconditionally guarantees “Note Guarantees”) to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest on each Note, when and Additional Interest, if any, on as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on overdue principalthe Notes, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of this Indenture, howeveragrees that its obligations hereunder shall be absolute and unconditional, in irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note, this Indenture or the case of clauses (i) and (ii) aboveRegistration Rights Agreement, any failure to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to enforce the provisions of any such Note, this Article 15, Indenture or the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the sameRegistration Rights Agreement, any waiver waiver, modification or consent indulgence granted to the Issuers with respect thereto by any the Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Issuers, any right to require a proceeding first against the TrusteeIssuers, the Holders protest or notice with respect to any such Note or the Issuer (eachIndebtedness evidenced thereby and all demands whatsoever, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Note Guarantee shall not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofthereon. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereofof this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Note Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges Guarantors acknowledge and agrees agree that it receives they receive substantial benefits from the Issuer Company and that the Guarantor is they are providing its their Guarantee for good and valuable consideration, including, without limitation, such substantial benefitsbenefits and services. Accordingly, subject to the provisions of this Article 15Fourteen, each of the Guarantor Guarantors hereby jointly and severally unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, Additional Amounts and interest and Additional Interest(including, if anywithout limitation, any interest that accrued after, or would accrue but for, the commencement of a proceeding of the type described in Section 6.01(7) or (8)) on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Datematurity, by acceleration, call for redemption, upon accelerationan Offer, upon redemption an Excess Proceeds Offer or otherwise, and interest on overdue principal, and premium, if any, Additional Interest, if any, Amounts and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, Additional Amounts, if any, and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) of the Company to the Holders, or the Trustee or the Collateral Agent hereunder, under the Notes and the Collateral Documents and the Guarantors under the Notes, this Indenture, the Collateral Documents and the Guarantees, whether now or hereafter existing, shall be promptly paid in full or performed, all in accordance with the terms hereofhereof 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 the Maturity Datestated maturity, by acceleration, call for redemption redemption, upon an Offer, upon an Excess Proceeds Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof 14.05 (collectively, the “Guarantee Obligations”). An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Guarantee Obligations of the Company. Each Guarantee is intended to be superior to or pari passu in right of payment with all Indebtedness of the respective Guarantor and each Guarantor’s obligations under this Indenture, the Notes and the Collateral Documents are independent of any obligation of the Company or any other Guarantor under this Indenture, the Notes and the Collateral Documents. Each Guarantor further agrees that the obligations under this Indenture, the Notes and the Collateral Documents may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that each Guarantor will remain bound under this Article Fourteen notwithstanding any extension or renewal of any obligation under this Indenture, the Notes and the Collateral Documents. Subject to the provisions of this Article 15Fourteen, the Guarantor Guarantors hereby agrees agree that its their Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Collateral Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the GuarantorGuarantors. The Guarantor Guarantors hereby waives expressly waive and relinquishesrelinquish: (a) any right to require the Trustee, the Holders or the Issuer Company (each, a “Benefited Party”) to proceed against the Issuer Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the GuarantorGuarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness Indebtedness or obligation or of any action or non-action on the part of the GuarantorGuarantors, the IssuerCompany, any Benefited Party, any creditor of the Guarantor Guarantors or the Issuer Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; and (f) any defense arising because the benefits of orden excusion y division and of prior judgment, levy, execution and other rights provided for in Articles 2814, 2815, 2817, 2818, 2820, 2821, 2823, 2827 and 2836 of the Civil Code of the Federal District of Mexico, and the corresponding articles of the other states of Mexico, which articles are not reproduced herein as a Benefited Party’s electionresult of the express acknowledgment that the contents of said Articles are known to each Guarantor. Therefore, in any proceeding instituted each Guarantor hereby irrevocably and expressly waives its rights under the Bankruptcy Lawbenefits of, Articles 2846 and 2847 of the application Civil Code for the Federal District of Section 1111(b)(2) Mexico. Each Guarantor also hereby irrevocably and expressly waives any requirement of judicial demand for payment, whether under Article 2848 or 2849 of the Bankruptcy Code; and (g) any defense based on any borrowing Civil Code for the Federal District of Mexico or grant of otherwise. All such Articles are not reproduced herein as a security interest under Section 364 result of the Bankruptcy Codeexpress acknowledgment of each Guarantor that the contents of said Articles are known to it. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by upon the payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest and Additional Amounts, if any, on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofFourteen, and after such termination is not reinstated except as set forth in the second succeeding paragraph. Each Guarantor waives notice of any default under the Notes or the obligations under this Indenture, the Notes and the Collateral Documents. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes, the Collateral Documents or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Collateral Documents or any other agreement; (iv) the release of any security held by any Holder, the Collateral Agent or the Trustee for the obligations under this Indenture, the Notes and the Collateral Documents or any of them; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any guarantor of the obligations under this Indenture, the Notes and the Collateral Documents; or (vi) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the obligations under this Indenture, the Notes and the Collateral Documents. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the GuarantorGuarantors, or any trustee or similar official acting in relation to either the Issuer Company or the GuarantorGuarantors, any amount paid by the Issuer Company or the Guarantor Guarantors to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees Guarantors agree that it they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees Guarantors agree that, as between itthemselves, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 Six hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of the Guarantee. Each Guarantor agrees that it shall not be entitled to any right of subrogation, contribution, exoneration, indemnification or reimbursement in relation to the Holders in respect of any Guarantee Obligations until payment in full of all Guarantee Obligations. If any amount shall be paid to such Guarantor in violation of the preceding sentence at any time prior to the later of the payment in full of the Notes and all other amounts payable under this Indenture and under each Guarantee upon the Stated Maturity of the Notes, such amount shall be held in trust for the benefit of the Holders and the Trustee and shall forthwith be paid to the Trustee to be credited and applied to the Notes and all other amounts payable under each Guarantee, whether matured or unmatured, in accordance with the terms of this Indenture, or to be held as security for any obligations under this Indenture, the Notes and the Collateral Documents or other amounts payable under any Guarantee thereafter arising. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) subject to this Article Fourteen, the maturity of the Guarantee Obligations may be accelerated as provided in Article Six for the purposes of each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such Guarantee Obligations as provided in Article Six, such obligations (whether or not due and payable) shall, forthwith become due and payable by the Guarantor for the purposes of each Guarantee. A Guarantor that makes a distribution or payment under its Guarantee shall be entitled to contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each such other Guarantor for all payments, damages and expenses incurred by that Guarantor in discharging the Company’s obligations with respect to the Notes and this Indenture or any other Guarantor with respect to its Guarantee, so long as the exercise of such right does not impair the rights of the Holders of the Notes under the Guarantees. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 14.01.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for (a) In consideration of good and valuable consideration, includingthe receipt and sufficiency of which is hereby acknowledged, without limitationeach of the Subsidiary Guarantors, such substantial benefits. Accordinglyjointly and severally, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees, which guarantee shall be secured as provided in the Collateral Documents (each such guarantee, together with each New Guarantee and any future guarantees executed pursuant to Section 4.08 hereof, being a "GUARANTEE"), to each Holder of a Note authenticated and delivered by the Trustee and its successors to the Trustee, irrespective of the validity and assigns enforceability of this Indenture, the Note or the obligations of the Company under this Indenture or the Note, that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall Note will be duly and punctually paid in full when due, whether at the Maturity Datematurity or interest payment date, by acceleration, call for redemption, upon acceleration, upon redemption a purchase offer or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on of the Notes Note, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or under the Notes (including fees, expenses or other) shall Note will be promptly paid in full or performed, all in accordance with the terms hereofof this Indenture and the Note; and (ii) in case of any extension of time of payment or renewal of any Notes securities or any of such other obligations, the same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datematurity, by acceleration, call for redemption redemption, upon a purchase offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof otherwise (collectively, the “Guarantee Obligations”"GUARANTEED OBLIGATIONS"). Subject to the provisions This Guarantee is a guarantee of this Article 15payment and not of collection. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantor hereby agrees that its Guarantee hereunder Subsidiary Guarantors shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action jointly and severally obligated to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce pay the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense before failure to so pay becomes an Event of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeDefault.

Guarantee. By its execution hereofThe Guarantor irrevocably and unconditionally undertakes to pay, upon first demand, any sums which the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. AccordinglyBeneficiary may claim under this Guarantee, subject to the provisions terms and conditions set forth herein (and in particular those set forth in Clause 3 (Implementation of the Guarantee - Maximum amount). Any claim under the Guarantee shall be made by issuance of a written demand by the Beneficiary upon the Guarantor in the form attached as Annex 1 (Form of Demand Certificate) to this Article 15Guarantee (a “Demand Certificate”). The Guarantor undertakes to pay to the Beneficiary the amounts claimed in the Demand Certificate issued under and in accordance with this Guarantee within five (5) Business Days following receipt of such Demand Certificate, provided the conditions set forth in this Guarantee are met. This Guarantee is granted in accordance with article 2321 of the French Code civil, is independent (autonome) and as such constitutes an autonomous obligation of the Guarantor towards the Beneficiary. Accordingly, the Guarantor hereby unconditionally guarantees may not invoke any defence that the Buyer could assert against the Beneficiary, nor rely on any exceptions arising out of the relationship between the Beneficiary and/or the Buyer, in each case for the purpose of deferring or releasing itself from the performance of its obligations under this Guarantee. As a result of the independent nature of this Guarantee, the Guarantor's obligations hereunder shall in no way be altered, cancelled, reduced or deferred, and the Guarantor shall not be released from performing such obligations, by any of, but not limited to, the following events: nullity, termination, cancellation or expiry of the Agreement for the Sale of Power or any of its provisions; any extension or renewal of the Agreement for the Sale of Power, or any amendment to any of its provisions; and any delay in exercising, failure to exercise or waiving by the Beneficiary of any right or means of recourse available to each Holder of them under the terms of the Agreement for the Sale of Power. IMPLEMENTATION OF THE GUARANTEE - MAXIMUM AMOUNT - REPLENISHMENT Several Demand Certificates may be sent at any time within the period indicated in Clause 4 herein. The Guarantee may be called by the Beneficiary subject to the following conditions: if the Buyer fails to pay whole or part of the Power Purchase Price or of the price the Capacity Guarantee (if applicable), up to the unpaid amount; if the Guarantor issuing the Guarantee has notified the Buyer that the duration of a Note authenticated Guarantee will not be extended from its then current expiry date and/or such Guarantee has not been renewed or replaced by a new Guarantee by the date falling 30 days prior to the then current expiry date, the Beneficiary will be entitled to make a demand for payment under such Guarantee only; if the Guarantor is no longer an issuing bank acceptable to Beneficiary, and the Buyer has failed to procure a new Guarantee within 30 days of the Beneficiary notifying the Buyer of the Guarantor ceasing to satisfy such rating requirement, the Beneficiary will be entitled to make demand for payment under such Guarantee only. The maximum aggregate amount which may be claimed under this Guarantee is EUR []. Payment in full by the Guarantor of the amount requested in each Demand Certificate will automatically reduce the commitment of the Guarantor under this Guarantee by the same amount. Except in case of termination of the present Guarantee in accordance with its terms, the replenishment of the maximum amount of this Guarantee up to amount provided for in Clause 3.3 herein by the Guarantor shall occur within ten (10) days after each draw, provided that the Buyer has previously reimbursed the amount corresponding to such draw to the Guarantor or to one of its subsidiaries. The Guarantor undertakes to notify the Beneficiary of the replenishment or non-replenishment of the Guarantee within twelve (12) days as from the date of any payment made by the Guarantor pursuant to the present Guarantee. The present guarantee can be called in one or more times. Any communication, including any Demand Certificate, to be made to the Guarantor under or in connection with the Guarantee shall be sent to the Guarantor at the address indicated above, or any other address communicated from time to time by the Guarantor to the Beneficiary, by registered post or delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, hand with receipt. DURATION The Guarantee will enter into effect on the Notes date of its signature and will terminate [364 days / [] years] as long as the Agreement is in force as from the issuance date of this Guarantee, being [] or such earlier date on which the Beneficiary has confirmed in writing to the Guarantor that this Guarantee will terminate, without any formality. If a Demand Certificate is received after such date, it shall be duly and punctually paid in full inoperative, unless the Guarantee has been extended or renewed for a new [three hundred sixty four (364) days / [] years] term before its expiry The Beneficiary shall release the Guarantee if requested by the Buyer, when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to Guarantor has fulfilled all its obligations under this Guarantee. NO DEFENCES To the fully extent permitted by law) interest on any interest, if any, on the Notes validity and all other obligations effect of the Issuer to Guarantee and each Demand Certificate will not be contested or affected in any way by any event or circumstance whatsoever, in particular as a result of the Holders invalidity of any provision of the Agreement for the Sale of Power or related document being void, or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case amendment 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 renewalAgreement for the Sale of Power. PARTIAL INVALIDITY If, whether at the Maturity Dateany time, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions any provision of this Article 15Guarantee is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the Guarantor hereby agrees that its Guarantee hereunder shall be unconditionallegality, irrespective of the validity, regularity validity or enforceability of the Notes remaining provisions nor the legality, validity or this Indenture, enforceability of such provision under the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability law of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, jurisdiction will in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing way be affected or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteeimpaired.

Guarantee. (a) By its execution hereof, the Guarantor Axxxxx acknowledges and agrees that it receives substantial benefits from the Issuer Company and the issuance of the Notes and that the Guarantor Avadel is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 1513, the Guarantor Avadel hereby fully and unconditionally guarantees as a primary principal obligation and not merely as a surety to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ix) the principal of (including the Redemption Price, the Purchase Price upon redemption pursuant to Article 3 hereofand Fundamental Change Repurchase Price, if applicable), premiumAdditional Amounts with respect to, if anyExchange Obligations with respect to, and interest and Additional Intereston, if any, on the Notes shall be duly and punctually paid in full and/or performed in accordance with the terms of this Indenture when due, whether at the Maturity Date, upon declaration of acceleration, upon redemption redemption, upon required repurchase, upon exchange (including Mandatory Exchange) or otherwise, and along with any interest on overdue principal, premium, if anyinterest, Additional Interest, if any, Amounts and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes Notes, (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (iiy) 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 duly and punctually paid in full and/or performed in accordance with the terms of this Indenture when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by upon declaration of acceleration, call for redemption upon redemption, upon required repurchase, upon exchange (including Mandatory Exchange) or otherwise, along with any interest on overdue principal, interest, Additional Amounts and (to the extent permitted by law) interest on any interest, if any, on the Notes. Furthermore, subject to the provisions of this Article 13, Avadel hereby unconditionally guarantees to the Trustee and to each Holder and their respective successors and assigns that all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other obligations) shall be promptly paid in full or performed, all in accordance with the terms hereof, subject, however, in the case of clauses (i) and (ii) aboveeach of the foregoing obligations set forth above in this Section 13.01, to the limitations set forth in Section 15.03 13.02 hereof (the obligations set forth in this Section 13.01 collectively, the “Guarantee Obligations”). Subject to the provisions The Guarantee constitutes a general unsecured and unsubordinated obligation of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence Avadel. Failing payment when due of any action Guarantee Obligation for whatever reason, Axxxxx will be obligated to enforce pay the same, any waiver or consent by any Holder same immediately. An Event of the Notes Default with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, shall constitute an event of default under the Guarantee, and shall entitle the Holders to accelerate the obligations of Avadel hereunder in the same manner and to the same extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to as the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeCompany.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 1511, the Guarantor hereby each Guarantor, by execution of a Guarantee, will jointly and severally unconditionally guarantees guarantee to each Holder and to the Trustee, on behalf of a Note authenticated and delivered by the Trustee and its successors and assigns that: Holders, (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, and interest and Additional Interestinterest, if any, on each Note (including any Additional Notes upon issuance in accordance with Section 2.19), when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest (including Additional Interest) on the overdue principalprincipal of, and premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes (including any Additional Notes upon issuance in accordance with Section 2.19), to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or otherwithout limitation amounts due the Trustee under Section 7.7) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes (including any Additional Notes upon issuance in accordance with Section 2.19) or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of a Guarantee, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees will agree that its Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of such Note or the Notes with respect to any thereofTrustee, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense such Guarantor. Each Guarantor, by execution of a Guarantee, shall waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Guarantor. The Guarantor hereby waives and relinquishes: (a) Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and will covenant that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principalprincipal thereof, premium, and interest, if any, thereon and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 Section 9.01 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Each Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the execution of a Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees further agree that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture hereof for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofof this Indenture, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 of this Indenture, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article 11 and not discharged. Failure to make such a demand shall not affect the validity or enforceability of the Guarantee upon any Guarantor. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee. A Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. A Guarantor, by execution of a Guarantee, will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under such Guarantee.

Guarantee. By its Each U.S. Guarantor, in consideration of the execution hereofand delivery of this Agreement, the Guarantor acknowledges purchase of the Notes by the Purchasers and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for other good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated receipt and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance sufficiency of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Partyacknowledged, including but not limited hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided thereineach holder, the Guarantee shall not be discharged except by due and punctual payment in full by the Issuer of all Guarantee Obligations(a) the principal of, including the principal, premiumMake-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become owing by the Issuer to the holders under the terms and provisions of the Notes, this Agreement, any other Note Document or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the preceding sentence (the “Unconditional Guarantee”) is an absolute, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from any other Obligor or guarantor of the Notes (including, without limitation, any other U.S. Guarantor hereunder and any other Guarantor that executes an English Guarantee Agreement) or upon any other action, occurrence or circumstance whatsoever. In the event that the Issuer shall fail so to pay any of such Guaranteed Obligations, each U.S. Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and all other costs provided for under this Indenture Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each U.S. Guarantor agrees that the Notes may (but need not) make reference to the Unconditional Guarantee. Each U.S. Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as provided in Article 7 hereof. If a consequence, direct or indirect, of (x) any Holder or the Trustee is required breach by such U.S. Guarantor, by any court other Guarantor or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer of any warranty, covenant, term or condition in, or the Guarantor to the Trustee or such Holderoccurrence of any default under, this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, any other Note Document or any other instrument referred to therein, together with all expenses resulting from the extent theretofore dischargedcompromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, any other Note Document or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Section 13, provided, that no U.S. Guarantor shall be reinstated in full force liable for any damage, loss, cost or expense arising out of the gross negligence or willful misconduct of any holder. Each U.S. Guarantor hereby acknowledges and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, U.S. Guarantor’s liability hereunder is joint and the Holders of Notes and the Trustee, on several with the other hand, (xGuarantors and any other Person(s) the maturity of who may guarantee the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration and indebtedness under and in respect of the Guarantee Obligations, Notes and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guaranteeother Note Documents.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price or repurchase price upon redemption or repurchase pursuant to Article 3 hereof3), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption redemption, upon a repurchase, upon repurchase due to a Designated Event or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders (including, without limitation, in connection with an exchange of Notes) or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; 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 the Maturity Date, by acceleration, call for redemption redemption, uxxx xxxxxxxxxx, xxxx xxxxxxxxxx due to a Designated Event or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof7. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee.

Guarantee. By its execution hereofThe Guarantor hereby guarantees to each holder of any Note or Notes at any time outstanding (a) the prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the Guarantor acknowledges principal of and agrees that it receives substantial benefits from Make-Whole Amount or Modified Make-Whole Amount (if any) and interest on the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, Notes (including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on any overdue principal, premiumMake-Whole Amount or Modified Make-Whole Amount and, if any, Additional Interest, if any, and (to the extent permitted by applicable law) interest , on any interest, if any, overdue interest and on the Notes payment of additional amounts described in Section 13) and all other obligations of amounts from time to time owing by the Issuer to the Holders or the Trustee hereunder or Company under this Agreement and under the Notes (including feesincluding, without limitation, costs, expenses or otherand taxes), and (b) shall the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be promptly paid performed and observed hereunder, in full or performed, all each case strictly in accordance with the terms hereof; thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Guarantor hereby further agrees that if the Company shall default in the payment or performance of any of the Guaranteed Obligations, the Guarantor will (iix) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Guaranteed Obligations, the same shall will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or performed optional prepayment or otherwise) in accordance with the terms of the such extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) renewal and (iiy) above, pay to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence holder of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or Note such Holder, the Guaranteeamounts, to the extent theretofore dischargedlawful, as shall be reinstated in full force sufficient to pay the costs and effectexpenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. The All obligations of the Guarantor agrees that it under this Section 14 shall not be entitled to any right of subrogation in relation to survive the Holders in respect transfer of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one handNote, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity any obligations of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for Guarantor under this Section 14 with respect to which the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect underlying obligation of the Guarantee Obligations, and (y) in the event Company is expressly stated to survive payment of any acceleration Note shall also survive payment of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeNote.

Guarantee. By its execution hereof, each of the Guarantor Guarantors acknowledges and agrees that it receives substantial benefits from the Issuer and that the each Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. The obligations of any Guarantor in connection herewith shall not be affected in any way if such Guarantor fails to execute the Guarantee attached to each Security. Accordingly, subject to the provisions of this Article 15XV, and except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, each of the Guarantor hereby Guarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis to each Holder of a Note Security authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 III hereof), premium, if any, and interest and Additional Interest, if any, on the Notes Securities shall be duly and punctually paid in full when due, whether at the Maturity Datematurity date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes Securities and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes such Securities (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes such Securities 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 the Maturity Datematurity date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to the provisions of this Article 15XIV, and except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, each of the Guarantor Guarantors hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes such Securities with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the such Guarantor. The Guarantor Each of the Guarantors hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the a Guarantor, the Issuer, any Benefited Party, any creditor of the a Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy CodeLaw; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy CodeLaw. The Guarantor Guarantors hereby covenants covenant that, except as otherwise provided therein, the Guarantee Guarantees shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes Securities and all other costs provided for under this Indenture or as provided in Article 7 VII hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the GuarantorGuarantors, or any trustee or similar official acting in relation to either the Issuer or the GuarantorGuarantors, any amount paid by the Issuer or the Guarantor Guarantors to the Trustee or such Holder, the GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees Guarantors agree that it they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees Guarantors agree that, as between itthem, on the one hand, and the Holders of Notes such Securities and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 VI hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of the GuaranteeGuarantees.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 1510, each Guarantor in respect of the Guarantor Notes hereby jointly and severally unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: successors, irrespective of (i) the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders of the Notes or the Trustee hereunder or thereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest and Additional Interestinterest, if any, on with respect to the Notes shall be duly and punctually paid in full when due, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, principal and (to the extent permitted by law) interest on any interest, if any, on with respect to the Notes and all other obligations of the Issuer Company or any Guarantor to the Holders of the Notes or the Trustee hereunder or thereunder and all other obligations under this Indenture with respect to the Notes (including fees, expenses or other) the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof; of this Indenture and thereof and (iib) 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 the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Failing payment when due of any amount so Guaranteed, subjector failing performance of any other obligation of the Company to the Holders of the Notes, howeverfor whatever reason, each Guarantor 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 the Guarantee, and shall entitle the Holders of Notes or the Trustee to accelerate the obligations of the Guarantors of such Notes hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, same extent as the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective obligations of the validityCompany. Each Guarantor, regularity or enforceability by execution of the Notes Guarantee, waives the benefit of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder bankruptcy of the Notes with respect to any thereofCompany, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense Company, protest, notice and all demands whatsoever and covenant that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the such Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligationsthe Notes, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofand such Guarantee. The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or the to any Guarantor, or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the such Guarantor, any amount paid by the Issuer Company or the such Guarantor to the Trustee or such HolderHolder of the Notes, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor further agrees that, as between it, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (xa) subject to this Article 10, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof of this Indenture for the purposes hereofof the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, obligations guaranteed hereby and (yb) in the event of any acceleration of such obligations as provided in Article 6 hereofof this Indenture, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor Guarantors for the purpose of such Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the GuaranteeCompany for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No shareholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator.

Guarantee. By its execution hereofIn consideration of the entry into by you of a Memorandum of Agreement (hereinafter called the “MOA”) dated February 22, 2024, with Exelixsea Maritime Co. as sellers (hereinafter called “Exelixsea Maritime”) for the sale and purchase of the motor vessel "Exelixsea" with IMO number 0000000 (hereinafter called the “Vessel”) and a Bareboat Charter Party (hereinafter called the “BBCP”) dated February 22, 2024, with Exelixsea Maritime as charterers for the bareboat chartering of the Vessel, we, the Guarantor acknowledges undersigned, as the primary obligor, irrevocably and agrees unconditionally guarantee to you and your successors and assignees the due and punctual performance by Exelixsea Maritime of all its liabilities, obligations and responsibilities under the MOA and the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto. If, at any time, default is made by Exelixsea Maritime in the performance and/or observance of any term, provision, condition, obligation or agreement, or in any other matter or thing pertaining to the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, or in the payment of any sums payable pursuant thereto which are to be complied with by Exelixsea Maritime, its successors or assignees, then we will perform, or cause to be so performed, all terms, provisions, conditions, obligations and agreements contained in the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, and will pay, as our own debt and within three (3) Banking Days (as defined in the BBCP) on demand, any sum that it receives substantial benefits from is due and payable in consequence of the Issuer non-performance by Exelixsea Maritime, its successors and assignees, of any of the said terms, provisions, conditions, obligations and agreements. Any demand made by the Owners under this guarantee shall be made in writing signed by an authorized signatory of the Owners and shall specify the default of Exelixsea Maritime and shall be accompanied by a copy of the notice of such default served on Exelixsea Maritime by the Owners together with a statement (if any) that the Guarantor is providing its Guarantee for good Exelixsea Maritime have failed to remedy such default within any applicable grace period. We hereby irrevocably and valuable considerationunconditionally agree to indemnify you on demand and keep you indemnified against all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, reasonable and documented legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by you, directly as a result of any breach or non-performance of, or non-compliance by Exelixsea Maritime with, any of its obligations under or pursuant to the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, or as a result of any of those obligations being or becoming void, voidable or unenforceable. The undersigned hereby affirm and consent to any and all amendments, changes or modifications to be hereafter made to the MOA or BBCP without limitationrequesting any further notice and without such amendments, changes or modifications in any way affecting, changing or releasing us from our obligations given under this guarantee. We hereby represent, warrant and undertake, that: a) We have full power, authority and capacity to enter into and perform our obligations under this guarantee and have taken all necessary corporate or other action (as the case may be) required to enable us to do so and our entry into of this guarantee will not exceed any power in our constitutional documents; b) This guarantee constitutes valid and legally binding obligations of us enforceable in accordance with its terms; c) All consents, licenses, approvals and authorizations of governmental authorities and agencies required to make this guarantee valid, enforceable and admissible in evidence and to authorize and permit the execution, delivery and performance of this guarantee by us have been obtained or made and will remain in full force and effect and there has been no default in the observance of any of the terms or conditions of any of them; d) We have not taken nor received, and undertake that until all the obligations of Exelixsea Maritime under the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto have been paid or discharged in full we will not take or receive, the benefit of any security from Exelixsea Maritime or any other person in respect of our obligations under this guarantee; e) We will promptly inform you of any occurrence of which we become aware which might adversely affect the ability of us to perform our obligations under this guarantee and will from time to time, if so reasonably requested by you, confirm to you in writing that, save as otherwise stated in such substantial benefitsconfirmation, no event of default under the BBCP has occurred and is continuing; and f) We will not assign or transfer any of our rights or obligations under this guarantee. AccordinglyThis guarantee: a) shall become effective upon signing of the MOA and BBCP and shall only become null and void upon the fulfillment of all obligations of Exelixsea Maritime under the MOA and BBCP whereafter this guarantee shall be immediately returned to us upon such fulfillment; b) shall be in addition to, and shall not be prejudiced or affected by, any other security for the obligations of Exelixsea Maritime which may be from time to time held by you; and c) shall not be discharged or prejudiced by the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of Exelixsea Maritime or the appointment of a receiver or administrative receiver or administrator or trustee or similar officer of any of the assets of Exelixsea Maritime or any term or concessions given by you to Exelixsea Maritime or any other party, or, subject to applicable limitation periods, by anything which you may do or omit to do or by any other dealing or thing whatsoever which but for the provisions of this paragraph might operate to discharge us from liability. The provisions of clause 31 (Notices) of the BBCP shall apply (mutatis mutandis) to this guarantee. This guarantee, and all rights and obligations arising hereunder shall be governed by and construed and determined and may be enforced in accordance with the Laws of England. Any dispute arising out of in connection with this guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Article 15clause. The arbitration shall be conducted under and in accordance with London Maritime Arbitrator Association (L.M.A.A.) terms and conditions current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Guarantor hereby unconditionally guarantees party referring a dispute to each Holder arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a Note authenticated and delivered sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the Trustee and its successors and assigns that: parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$200,000 (ior such other sum as the parties may agree) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the Notes arbitration shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all conducted in accordance with the terms hereof; 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 LMAA Small Claims Procedure current at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in time when the case arbitration proceedings are commenced. For and on behalf of clauses United Maritime Corporation (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, as the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee./s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15XI, the Guarantor hereby each Guarantor, by execution of a Guarantee, will jointly and severally unconditionally guarantees guarantee to each Holder and to the Trustee, on behalf of a Note authenticated and delivered by the Trustee and its successors and assigns that: Holders, (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, and premium, if any, and interest and Additional Interestinterest, if any, on each Note (including any Additional Notes upon issuance in accordance with Section 2.19), when and as the Notes same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon acceleration, upon redemption by acceleration or otherwise, the due and punctual payment of interest (including Additional Interest) on the overdue principalprincipal of, and premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes (including any Additional Notes upon issuance in accordance with Section 2.19), to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or otherwithout limitation amounts due the Trustee under Section 7.7) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Notes (including any Additional Notes upon issuance in accordance with Section 2.19) or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of a Guarantee, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees will agree that its Guarantee obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuer with respect thereto by any the Holder of such Note or the Notes with respect to any thereofTrustee, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might circumstances that may otherwise constitute a legal or equitable discharge of a surety or defense such Guarantor. Each Guarantor, by execution of a Guarantee, shall waive diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Guarantor. The Guarantor hereby waives and relinquishes: (a) Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and will covenant that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principalprincipal thereof, premium, and interest, if any, thereon and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 Section 9.01 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Each Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the execution of a Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees further agree that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 VI of this Indenture hereof for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofVI of this Indenture, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article VI of this Indenture, the Trustee shall promptly make a demand for payment on the Notes under the Guarantee provided for in this Article XI and not discharged. Failure to make such a demand shall not affect the validity or enforceability of the Guarantee upon any Guarantor. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee. A Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. A Guarantor, by execution of a Guarantee, will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders or the Trustee under such Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the Each Guarantor hereby unconditionally fully, irrevocably and unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the “Guarantee”), to each Holder of a Note authenticated the Holders and delivered by to the Trustee and its the Collateral Agent and their respective successors and assigns that: that (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, any and interest and Additional Interest, if any, on the Notes shall be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Date, upon acceleration, upon redemption pursuant to the terms of the Notes, by acceleration or otherwise, and interest on the overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interest, if any, on to the extent lawful, of the Notes and all other obligations of the Issuer Company to the Holders or Holders, the Trustee hereunder and the Collateral Agent hereunder, thereunder or under the Notes (including feesany Collateral Agreement, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereofhereof or thereof; and (ii) in case of any extension of time of payment or renewal of any of the Notes or of 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, subject to any applicable grace period, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively10.03. The Guarantee of each Guarantor shall rank senior in right of payment to all subordinated Indebtedness of such Guarantor and equal in right of payment with all other senior Indebtedness of such Guarantor, including borrowings or guarantees of borrowings under the “Guarantee Obligations”)Credit Agreement. Subject to the provisions of this Article 15, the Each Guarantor hereby agrees that its Guarantee obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indentureany Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Holders with respect to any provisions hereof or thereof, any release of any other Guarantor, the entry recovery of any judgment against the IssuerCompany, 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 waives and relinquishes: (a) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense Company, protest, notice and all demands whatsoever and covenants that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment complete performance of the obligations contained in full of all Guarantee Obligationsthe Notes, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided and in Article 7 hereofthis Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Company, any Guarantor, or any trustee custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or the any Guarantor, any amount paid by the Issuer Company or the any Guarantor to the Trustee Trustee, the Collateral Agent or such Holder, the this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes Holders, the Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereof, of this Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligationsobligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6 hereofSix, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 15, the The Parent Guarantor hereby unconditionally guarantees to each Holder holder of a any Note authenticated and delivered by the Trustee and its successors and assigns that: at any time outstanding (ia) the principal of prompt payment in full, in Euro or Dollars (including the Redemption Price upon redemption pursuant to Article 3 hereofas set forth herein), premiumwhen due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of, Make-Whole Amount and Net Loss, if any, and interest on the Notes (including, without limitation, any post-petition interest and Additional Interestinterest on any overdue principal, Make-Whole Amount and Net Loss, if any, on the Notes shall be duly and punctually paid in full when dueand, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by applicable law) interest , on any interest, if any, overdue interest and on the Notes payment of additional amounts described in Section 13) and all other obligations of amounts from time to time owing by the Issuer to the Holders or the Trustee hereunder or Company under this Agreement and the Notes (including feesincluding, without limitation, costs, expenses or other) shall be promptly paid in full or performed, all and taxes in accordance with the terms hereof; ), and (iib) the prompt performance and observance by the Company and the Guarantor of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Parent Guaranteed Obligations”). The Parent Guarantor hereby further agrees that if the Company or the Guarantor shall default in the payment or performance of any of the Parent Guaranteed Obligations, the Parent Guarantor will (x) promptly pay or perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Parent Guaranteed Obligations, the same shall will be promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory or performed optional prepayment or otherwise) in accordance with the terms of the such extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses (i) renewal and (iiy) above, pay to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to the provisions of this Article 15, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence holder of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or Note such Holder, the Guaranteeamounts, to the extent theretofore dischargedlawful, as shall be reinstated in full force sufficient to pay the costs and effectexpenses of collection or of otherwise enforcing any of such holder’s rights under this Agreement, including, without limitation, reasonable counsel fees. The All obligations of the Parent Guarantor agrees that it under Sections 27.1 and 27.2 shall not be entitled to any right of subrogation in relation to survive the Holders in respect transfer of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one handNote, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity any obligations of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for Parent Guarantor under Sections 27.1 and 27.2 with respect to which the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect underlying obligation of the Guarantee Obligations, and (y) in Company or the event Guarantor is expressly stated to survive the payment of any acceleration Note shall also survive payment of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the GuaranteeNote.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Six, the Guarantor hereby each Guarantor, by execution of this Third Supplemental Indenture, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (ia) the due and punctual payment of the principal of, premium, interest and additional amounts, if any, on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of (including interest on the Redemption Price upon redemption pursuant to Article 3 hereof)overdue principal of, premium, if any, and and, to the extent permitted by law, interest and Additional Interestadditional amounts, if any, on the Notes shall be duly and punctually paid in full when dueNotes, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by law) interest on any interestlawful, if any, on and the Notes due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; of such Note and the Indenture, and (iib) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Datestated maturity, by acceleration, call for redemption acceleration or otherwise. Each Guarantor, subjectby execution of this Third Supplemental Indenture, howeveragrees that its obligations hereunder shall be absolute and unconditional, in irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note or the case of clauses (i) and (ii) aboveIndenture, any failure to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”). Subject to enforce the provisions of this Article 15, any such Note or the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, any waiver, modification or indulgence granted to the absence of any action to enforce Issuer with respect thereto by the same, any waiver or consent by any Holder of the Notes with respect to any thereofsuch Note, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of the such Guarantor. The Each Guarantor hereby waives and relinquishes: (a) diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Issuer (each, a “Benefited Party”) to proceed proceeding first against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, protest or notice with respect to any Benefited Party, any creditor of the Guarantor such Note or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited PartyIndebtedness evidenced thereby and all demands whatsoever, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the this Guarantee shall will not be discharged as to any such Note except by payment in full of all Guarantee Obligationsthe principal thereof, including the principal, premiuminterest and additional amounts, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7 hereofthereon. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Each Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between itsuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article Six, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Seven for the purposes hereofof this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee ObligationsObligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSeven, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the each Guarantor for the purpose of the this Guarantee.

Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject Subject to the provisions of this Article 15Eleven, from and after the Guarantor date of the Assumption, each Guarantor, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by to the Trustee on behalf of the Holders and its successors and assigns thatthe Agents: (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof)of, premium, if any, and interest and Additional Interest, premium if any, on and interest on the Notes Notes, when and as the same shall be duly become due and punctually paid in full when duepayable, whether at the Maturity Datematurity, upon by acceleration, upon redemption or otherwise, the due and punctual payment of interest on the overdue principal, premium, if any, Additional Interest, if any, principal of and (to the extent permitted by law) interest on any interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer FelCor LP to the Holders or Holders, the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performedany Agent, all in accordance with the terms hereof; of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity DateStated Maturity, by acceleration, call for redemption or otherwise. Each Guarantor hereby waives diligence, subjectpresentment, however, filing of claims with a court in the case event of clauses (i) and (ii) abovemerger or bankruptcy of FelCor LP, any right to the limitations set forth in Section 15.03 hereof (collectivelyrequire a proceeding first against FelCor LP, the “Guarantee Obligations”). Subject to the provisions benefit of this Article 15discussion, the Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity protest or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes notice with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders such Note or the Issuer (each, a “Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest debt evidenced thereby and notice of any kind all demands whatsoever (except as expressly required by this Indenturespecified above), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantor, the Issuer, any Benefited Party, any creditor of the Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides and covenants that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise provided therein, the Guarantee shall this Article Eleven will not be discharged as to any such Note except by payment in full of all Guarantee Obligations, including the principal, premium, if any, principal thereof and interest on the Notes thereon and all other costs provided for under this Indenture or as provided in Article 7 hereof. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force Sections 8.01 and effect8.02. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. The Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in this Article Eleven. In the event of any declaration of acceleration of such obligations as provided in Article 6 hereofEleven, such Guarantee Obligations obligations (whether or not due and payable) shall forthwith become due and payable immediately by the Guarantor for the purpose of this Article Eleven. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Six, the Trustee shall promptly make a demand for payment on the Notes under the Guarantees provided for in this Article Eleven. Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against performance or enforcement of such Guarantor's obligations under this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against FelCor LP, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from FelCor LP, directly or indirectly, in cash or other property or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the principal of, premium if any, and accrued interest on the Notes shall not have been paid in full, 77 such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall immediately be paid to the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Notes. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. The Guarantee set forth in this Section 11.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee or authenticating agent.