Common use of Guarantee Clause in Contracts

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to this Article 10Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Subsidiary Guarantee.

Guarantee. Subject to this Article 10XI, each of the Guarantors hereby, jointly and severally, unconditionally 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, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subject to Section 7.06 hereof, each Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VII hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 VII hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject The New Subsidiary Guarantor agrees, on a joint and several basis with all the existing and future Subsidiary Guarantors, to this Article 10, each of the Guarantors hereby, jointly and severallyfully, unconditionally guarantees and irrevocably guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on a senior basis as provided in Article 10 of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the due and punctual payment of the principal of of, premium, if any, and interest and Additional Interest, if any, on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, and, to the extent permitted by law, interest and Additional Interest, if lawfulany, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under the Indenture, the Registration Rights Agreement or thereunder will be promptly paid any other agreement with or for the benefit of the Holders, in full their capacities as such, or performedthe Trustee relating to the Company’s obligations under the Notes, this Indenture or the Registration Rights Agreement, all in accordance with the terms hereof and thereof; of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration pursuant to Section 6.02, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validityNew Subsidiary Guarantor to the Holders, regularity or enforceability in their capacities as such, of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holderpursuant to this Guarantee and the Indenture are expressly set forth in the Indenture, this Guaranteeincluding Article 10, and reference is hereby made to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Indenture for the purposes of this Guarantee, notwithstanding precise terms and any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose limitations of this Guarantee. The Guarantors will have This Guarantee is subject to release as and to the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights extent set forth in Sections 8.02, 8.03 and 10.05 of the Holders under the GuaranteeIndenture.

Guarantee. Subject to the provisions of this Article 10Ten, each Guarantor, by execution of the Guarantors herebythis Indenture, jointly and severally, unconditionally guarantees to each Holder (i) the due and punctual payment of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other Obligations and due and punctual performance of all obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note, this Indenture and thereof; the Registration Rights Agreement, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, the Guarantors will 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. The Guarantors hereby agree that their its obligations hereunder will 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 Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any such Note, this Indenture or the Registration 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 provisions hereof or thereofsuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to the provisions of this Article 10, each of the Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability of this Supplemental Indenture, the Notes or the obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (a) the principal of and premium, if any, and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Notes, if any, if to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will 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 Supplemental 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 provisions hereof or thereofTrustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof, premium if any, and interest thereon and as provided in Section 9.01 hereof. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing 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 Guarantors will Guarantee set forth in this Section 10.01 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 the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights been signed by or on behalf of the Holders under the GuaranteeTrustee.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10, each of the The Guarantors hereby, jointly and severally, severally hereby fully and unconditionally guarantees guarantee to each Holder of a Note Security of each series authenticated and delivered by the Trustee the due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity principal (including any amount due in respect of original issue discount) of and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Notes will be promptly paid Issuer in full respect thereof), when dueand as the same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwisesuch Security and of this Indenture. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the The Guarantors will be jointly and severally obligated hereby agree to pay to the same immediately. Each Guarantor agrees that this is a guarantee Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of payment the Trustee, its agents, officers, employees and not a guarantee of collectiondirectors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that their its obligations hereunder will shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability any Security of the Notes any series or this Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any Security of any series 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 provisions hereof or thereof, the recovery Security of any judgment against series or the CompanyTrustee, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor The Guarantors each hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protestthe benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever whatsoever, and covenant covenants that this its Guarantee will not be discharged with respect to any Security except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. Each Guarantor The Guarantors each further agrees agree that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this its Guarantee, notwithstanding but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and (y) fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the event obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra xxxxx, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any declaration of acceleration of amounts paid to such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable Holder by the Guarantors for pursuant to the purpose provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this GuaranteeSection 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantors will Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights been signed by or on behalf of the Holders Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under the Guaranteethis Section 1301.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and Holders from time to the Trustee and its successors and assigns, irrespective time of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: Securities (a) the full and prompt payment of the principal of and interest any premium on any Security when and as the Notes will be promptly paid in full when same shall become due, whether at maturitythe Stated Maturity thereof, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case the full and prompt payment of any extension of time of interest on and any Additional Amounts with respect to any Security when and as the same shall become due, subject in each case to any applicable grace period. Each payment or renewal of by the Guarantor with respect to any Notes or any of such other obligations, that same will Security shall be promptly paid in full when due the currency or performed in accordance with the terms of the extension or renewal, whether at stated maturity, currencies specified for payments on such Security as contemplated by acceleration or otherwiseSection 2.01 and pursuant to this Indenture. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is The Guarantee hereunder constitutes a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations of the Guarantor hereunder will with respect to a series of Securities shall be unconditionalabsolute and unconditional and, subject to Article VIII, shall remain in full force and effect until the entire principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of such series shall have been paid or provided for in accordance with the provisions of such series and of this Indenture, irrespective of the validity, regularity or enforceability of the Notes any Security of such series or this Supplemental Indenture, any change or amendment thereto, the absence of any action to enforce the same, any waiver or consent by any the Trustee or the Holder of the Notes any Security of such series with respect to any provisions hereof provision of such Security or thereofthis Indenture, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might circumstances that may otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby waives diligence, presentment, presentment or demand of payment, filing of claims payment or notice to the Guarantor with a court in respect to such Security and the event of insolvency obligations evidenced thereby or bankruptcy of the Company, hereby. The Guarantor further waives any right to require a proceeding first of set-off or counterclaim it may have against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by of a Security arising from any court or otherwise other obligations any such Holder may have to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsGuarantor. It is the intention of the Guarantor that the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any amount paid by either to the Trustee similar federal or such Holder, this Guarantee, state law to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation applicable to the Holders Guarantee. To effectuate the foregoing intention, the obligations of the Guarantor hereunder shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor (other than guarantees of the Guarantor in respect of any subordinated debt) that are relevant under such laws, result in the obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction Guarantor hereunder not constituting a fraudulent transfer or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guaranteeconveyance.

Guarantee. Subject to the provisions of this Article 10, each of the Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee holder and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity holders, (i) the due and enforceability of this Supplemental Indenture, the Notes or the obligations punctual payment of the Company hereunder or thereunderprincipal, that: (a) the principal of and, premium, if any, and interest on the Notes will be promptly paid in full when dueand as the same shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Notes, if anyincluding PIK Interest, if to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Company Issuers to the Holders holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; of this Indenture, and (bii) in the case of any extension of time of payment or renewal of any the Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will 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 Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuers with respect to any provisions hereof thereto by the holder of such Note or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof, premium if any, and interest thereon and as provided in Section 9.01 hereof. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on all Obligations under the Guarantee provided for in this Article 10 and not discharged. The Guarantors will Guarantee set forth in this Section 10.01 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 the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights been signed by or on behalf of the Holders under the GuaranteeTrustee.

Guarantee. The provisions of this Article 10 shall apply only to those Subsidiaries of the Company, if any, that execute one or more supplemental indentures to this Indenture in the form of Exhibit C to this Indenture in compliance with the requirements of Section 4.18 of this Indenture. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodianCustodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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.

Guarantee. Subject to The Guarantors, by execution of this Article 10, each of the Guarantors herebyIndenture, jointly and severally, unconditionally guarantees guarantee to each Holder of a Note authenticated (i) the due and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Supplemental Indentureprincipal of, the Notes or the obligations of the Company hereunder or thereunderpremium, that: (a) the principal of if any, and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, agrees that, subject only to the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee applicable provisions, if any, of payment and not a guarantee of collection. The Guarantors hereby agree that their Section 10.06, its obligations hereunder will 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 Supplemental 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 provisions hereof or thereofsuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors will 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 any Holder under the GuaranteeNote Guarantees.

Guarantee. Subject to The Guarantors, by execution of this Article 10, each of the Guarantors herebyIndenture, jointly and severally, unconditionally guarantees guarantee to each Holder of a Note authenticated (i) the due and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Supplemental Indentureprincipal of, the Notes or the obligations of the Company hereunder or thereunderpremium, that: (a) the principal of if any, and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, agrees that, subject only to the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee applicable provisions, if any, of payment and not a guarantee of collection. The Guarantors hereby agree that their Section 10.06, its obligations hereunder will 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 Supplemental 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 the Holder of the Notes with respect to any provisions hereof or thereofsuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyan Issuer, any right to require a proceeding first against an Issuer, protest or notice with respect to any such Note or the Company, protest, notice Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors will 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 any Holder under the GuaranteeNote Guarantees.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. 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 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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 GuaranteeGuarantees. Each 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, 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 or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantees issued by each Unrestricted Parent Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, and the Guarantees issued by each Secured Guarantor will be senior secured obligations of such Guarantor and shall be pari passu in right of payment with all existing and future First Lien Obligations and Senior Indebtedness of such Guarantor, provided that, in each case and for the avoidance of doubt, nothing herein prevents the Credit Facilities Obligations, and Hedging Obligations provided by any lender or letter of credit issuer (or any affiliate thereof) under the Revolving Credit Facility, having priority in right of payment in relation to the Collateral specified by the Intercreditor Agreement for an aggregate principal amount not exceeding €750 million. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject (a) In order to induce the Agents and the Lenders to enter into this Article 10Agreement and to extend credit hereunder, and in recognition of the substantial direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, which will be used in part to enable the Borrower to make valuable transfers to the Guarantors in connection with the operation of their respective businesses, each Guarantor, which is a Subsidiary of the Borrower, hereby agrees with the Secured Parties as follows: each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to each Holder of a Note authenticated as primary obligor and delivered by the Trustee and not merely as surety, to the Trustee and its successors and assignsAdministrative Agent, irrespective for the benefit of the validity and enforceability of this Supplemental IndentureSecured Parties, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of full and interest on the Notes will be promptly paid in full prompt payment when due, whether at upon maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, any and all other obligations of the Company Obligations. If any or all of the Obligations of the Credit Parties to the Holders Secured Parties becomes due and payable hereunder, each Credit Party irrevocably and unconditionally promises to pay such indebtedness to the Secured Parties, or order, on demand, together with any and all expenses which may be incurred by the Trustee hereunder or thereunder will be promptly paid Secured Parties in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or collecting any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseObligations. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this This Guarantee is a guarantee guaranty of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity If claim is ever made upon any Secured Party for repayment or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, amount or amounts received in payment or on account of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, Obligations and any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If aforesaid payees repays all or part of said amount by reason of (i) any Holder judgment, decree or the Trustee is required by order of any court or otherwise to return administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected in good faith by such payee with any such claimant (including any Credit Party), then and in such event each Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Guarantee or other instrument evidencing any liability of the Credit Parties, and each Credit Party shall be and remain liable to the Company, aforesaid payees hereunder for the Guarantors amount so repaid or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either recovered to the Trustee or same extent as if such Holderamount had never originally been received by any such payee. For the avoidance of doubt, this Guarantee, to the extent theretofore discharged, will be reinstated in full force each Credit Party expressly accepts and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof confirms for the purposes of this Guaranteearticles 1278 to 1281 of the Luxembourg civil code that, notwithstanding any stayassignment, injunction transfer and/or novation made pursuant to this Agreement, the guarantee given by it guarantees all Obligations (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or other prohibition preventing such acceleration in respect of novated) and that any security interest created under any Security Document to which it is a party shall be preserved for the obligations guaranteed hereby, and (y) in the event benefit of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guaranteenew Secured Party.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of performance and interest on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuers under this Indenture and interest on the overdue Notes, whether for payment of principal of and or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor also agrees that it will not be entitled to pay any right of subrogation and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights under this Section 10.01. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right Any Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to seek a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any non-paying Guarantor so long petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers 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 Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the GuaranteeNotes or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 1012, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and premium and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each To the extent permitted by applicable law, each Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each To the extent permitted by applicable law, each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, to the extent permitted by applicable law (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 7 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 7 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 Note Guarantee.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of of, interest and interest premium, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. 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 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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 GuaranteeGuarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers 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 Issuers’ 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 or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be an unsecured, unsubordinated obligation of such Guarantor and shall be equal in right of payment with all existing and future Indebtedness of such Guarantor, if any, that is not subordinated in right of payment to the Notes and Guarantees. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10, each of the The Guarantors hereby, jointly and severally, severally hereby fully and unconditionally guarantees guarantee to each Holder of a Note Security of each series authenticated and delivered by the Trustee the due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity principal (including any amount due in respect of original issue discount) of and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Notes will be promptly paid Issuer in full respect thereof), when dueand as the same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwisesuch Security and of this Indenture. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the The Guarantors will be jointly and severally obligated hereby agree to pay to the same immediately. Each Guarantor agrees that this is a guarantee Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of payment the Trustee, its agents, officers, employees and not a guarantee of collectiondirectors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that their its obligations hereunder will shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability any Security of the Notes any series or this Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any Security of any series 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 provisions hereof or thereof, the recovery Security of any judgment against series or the CompanyTrustee, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor The Guarantors each hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protestthe benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever whatsoever, and covenant covenants that this its Guarantee will not be discharged with respect to any Security except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. Each Guarantor The Guarantors each further agrees agree that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this its Guarantee, notwithstanding but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and (y) fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the event obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra vxxxx, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any declaration of acceleration of amounts paid to such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable Holder by the Guarantors for pursuant to the purpose provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this GuaranteeSection 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantors will Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights been signed by or on behalf of the Holders Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under the Guaranteethis Section 1301.

Guarantee. Subject to the provisions of this Article 1011, each of the Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability of this Supplemental Indenture, the Notes or the obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (a) the principal of premium, if any, and interest on each Senior Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, and premium, if any, and interest on the overdue principal of and interest on the Senior Notes, if any, if to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Senior Note and thereof; this Indenture, and (bii) in the case of any extension of time of payment or renewal of any Senior Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthe Guarantee, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment its obligations thereunder and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will 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 Senior Note or this Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any such Senior Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of such Senior Note or the Notes with respect to Trustee, any provisions hereof or thereof, the recovery release of any judgment against the CompanyCollateral, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of the Guarantee, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Senior Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this the Guarantee will not be discharged as to any such Senior Note except by complete performance payment in full of the obligations contained principal thereof, premium if any, and interest thereon and as provided in the Notes and this Supplemental IndentureSection 9.1 hereof. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Company or any custodianGuarantor or any Custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantorsany Guarantor, any amount paid by either the Company or any Guarantor to the Trustee Holder or such HolderTrustee, this each Guarantor's Guarantee, to the extent theretofore therefor discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right Guarantor, by execution of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor Guarantee, further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article 6 hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this the Guarantee. The Guarantors will have In addition, without limiting the right foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Senior Notes under any Guarantee provided for in this Article 11 and not discharged. Failure to seek contribution from any non-paying Guarantor so long as make such demand shall not affect the exercise of such right does not impair the rights validity or enforceability of the Holders Guarantee upon any Guarantor. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Senior Note unless the certificate of authentication on such Senior Note shall have been signed by or on behalf of the Trustee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee as a representative of any Holder in enforcing any rights under the Guaranteethis section.

Guarantee. Subject to this Article 10, each Each of the Guarantors herebyhereby unconditionally guarantees, jointly and severallyseverally with each other Guarantor, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (ai) the due and punctual payment of the principal of and interest on the Notes will be promptly paid in full when dueof, whether at maturitypremium, by accelerationif any, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if anywhether at maturity or on an interest payment date, if by acceleration, pursuant to an Offer to Purchase or otherwise, to the extent lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performedwhen due, all in accordance with the terms hereof and thereof; , including all amounts payable to the Trustee under Section 7.07 hereof, and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing If the Issuer fails to make any payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will each Guarantor shall be obligated, jointly and severally obligated with each other Guarantor, to pay the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or Notes, this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of or the Notes Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer or any Guarantor, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantorssuch Guarantor, any amount paid by either the Issuer or any Guarantor to the Trustee or such Holder, this GuaranteeArticle 6, to the extent theretofore dischargeddischarged with respect to any Guarantee, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby by such Guarantor until payment in full of all obligations guaranteed herebysuch obligations. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Notes and the Trustee, Trustee on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 5 hereof for the purposes of this such Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, 5 hereof such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors such Guarantor, jointly and severally with each other Guarantor, for the purpose of this GuaranteeArticle 6. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article 5, the Trustee may make a demand for payment on the Notes under any Guarantee provided hereunder and not discharged. The Guarantors will Guarantee set forth in this Section 6.01 and as annexed to any Note 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 the right to seek contribution from Trustee or any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteeduly appointed agent.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of performance and interest on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuers under this Indenture and interest on the overdue Notes, whether for payment of principal of and or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor also agrees that it will not be entitled to pay any right of subrogation and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights under this Section 10.01. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right Any Subsidiary Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to seek a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any non-paying Guarantor so long petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers 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 Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the GuaranteeNotes or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. 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 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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 GuaranteeGuarantees. Each 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, 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 or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantees issued by each Unrestricted Parent Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor. The Guarantees issued by each Secured Guarantor will be senior secured obligations of such Guarantor and shall be pari passu in right of payment with all existing and future First Lien Obligations and Senior Indebtedness of such Guarantor. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to the provisions of this Article 10, each of the Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability of this Supplemental Indenture, the Notes or the obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (a) the principal of and premium, if any, and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of of, and premium, if any, and interest on the Notes, if any, if to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will 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 Supplemental 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 provisions hereof or thereofTrustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof, premium if any, and interest thereon and as provided in Section 9.01 hereof. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. In addition, without limiting the foregoing 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 Guarantors will Guarantee set forth in this Section 10.01 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 the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights been signed by or on behalf of the Holders under the GuaranteeTrustee.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, 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, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of principal, premium, if any, and interest on on, the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. 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 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any of the Guarantors Guarantors, or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or any of the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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 GuaranteeGuarantees. Each 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, 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 or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Guarantor. The Guarantees shall be senior in right of payment to all existing and future Subordinated Indebtedness of each Guarantor. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 1011, each for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantors herebyNote Guarantor, jointly and severally, hereby unconditionally guarantees (such guarantee, the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and or enforceability of this Supplemental Indenture, the Notes Notes, the Security Documents or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (ai) the due and punctual payment of the principal of and premium, if any, of, and interest on on, the Notes will be promptly paid in full when dueNotes, whether at maturitythe Maturity Date or on an interest payment date, by acceleration, call for redemption or otherwise, ; (ii) the due and punctual payment of interest on the overdue principal of and premium, if any, of, and interest on on, the Notes, if any, if lawful, ; (iii) the due and punctual payment and performance of all other obligations Obligations of the Company to Issuer under the Holders or Notes, this Indenture and the Trustee hereunder or thereunder will be promptly paid in full or performedSecurity Documents, all in accordance with the terms hereof set forth herein and thereofin the Notes and the Security Documents; and (biv) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations hereunder or under the Notes or the Security Documents, that same will be promptly paid in full when the due and punctual payment or performed performance thereof in accordance with the terms of the extension or renewal, whether at stated maturitythe Maturity Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reasonThe Note Guarantor hereby agrees that, the Guarantors will be jointly and severally obligated subject to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their Article 11, (i) its obligations hereunder will shall be unconditional, unconditional irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture, the Security Documents or this Supplemental Indenturethe Obligations of the Issuer hereunder or thereunder, 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 releases of Collateral, any amendment of this Indenture, the Notes or the Security Documents, any delays in obtaining or realizing upon or failures to obtain or realize upon Collateral, the recovery of any judgment against the CompanyIssuer or any of the Subsidiaries, any action to enforce the same same, or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorthe Note Guarantor and (ii) the Guarantee will not be discharged except by complete payment and performance of the Obligations of the Issuer under the Notes, this Indenture and the Security Documents or as otherwise provided in Section 11.07 hereof. Each The Note Guarantor hereby agrees that it shall not be entitled to and irrevocably waives (to the extent lawful) (i) diligence, presentment, demand of payment, filing of claims claim with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant (ii) any claim or other rights that this Guarantee will not be discharged except by complete it may now or hereafter acquire against the Issuer that arise from the existence or performance of its Obligations under its Guarantee, including, without limitation, any right to participate in any claim or remedy of a Holder against the obligations contained Issuer or any Collateral that a Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, and including, without limitation, the Notes and this Supplemental Indentureright to take or receive from the Issuer or any of the Subsidiaries, directly or indirectly, in cash or other property, by setoff or in any other manner, payment or security on account of such claim or other rights. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer or the Note Guarantor, the Guarantors or any custodiantrustee, Trusteeliquidator, liquidator or other similar official acting in relation to either the Company Issuer or the GuarantorsNote Guarantor, any amount paid by either the Issuer or the Note Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will not ; provided that, following the occurrence of a Termination Event, the Guarantee shall only be entitled to any right of subrogation in relation reinstated to the Holders in respect extent of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe Unconditional Interest Guarantee. Each The Note Guarantor further agrees that, as between the GuarantorsNote Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect as to the Issuer of the obligations Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations those Obligations as provided in Article 6 Section 6.02 hereof, such obligations those Obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors Note Guarantor for the purpose of this the Guarantee. The Guarantors 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 obligations of the Holders Note Guarantor under its Guarantee, this Indenture and the GuaranteeSecurity Documents are not obligations of, or guaranteed as to principal or interest by, the United States of America.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly Parent hereby fully and severally, unconditionally guarantees (i) to each Holder of a Note each Security that is authenticated and delivered by the Trustee Trustee, and (ii) to the Trustee on behalf of such Holder, the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Supplemental Indentureprincipal of, the Notes or the obligations of the Company hereunder or thereunderpremium, that: (a) the principal of if any, and interest on such Security when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at the stated maturity, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture. In case of the extension or renewalfailure of the Company punctually to make any such payment, Parent hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturitymaturity or by acceleration, by acceleration call for redemption or otherwise, and as if such payment were made by the Company. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor Parent hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes such Security or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or Parent or any consent to departure from any requirement of any other circumstance guarantee of all or any of the Securities or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor Parent hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in such Guarantee. Parent agrees that if, after the Notes occurrence and this Supplemental Indenture. If any Holder or during the continuance of an Event of Default, the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodianof the Holders of the applicable series of Securities are prevented by applicable law from exercising their respective rights to accelerate the maturity of such Securities, Trusteeto collect interest on such Securities, liquidator or to enforce or exercise any other similar official acting in relation right or remedy with respect to either the Company or the Guarantorssuch Securities, any amount paid by either Parent agrees to pay to the Trustee for the account of such Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of such Holder, this Guarantee, Holders. Parent shall be subrogated to all rights of the holders of the Securities against the Company in respect of any amounts paid by Parent on account of such Security pursuant to the extent theretofore dischargedprovisions of its Guarantee or this Indenture; provided, will however, that Parent shall not be reinstated entitled to enforce or to receive any payment arising out of, or based upon, such right of subrogation until the principal of and interest on all Securities of such series issued hereunder shall have been paid in full. The Guarantee shall remain in full force and effect. Each Guarantor agrees that it will not effect and continue to be entitled to effective should any right petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of subrogation in relation creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatfullest extent permitted by law, continue to be effective or be reinstated, as between the Guarantorscase may be, on if at any time payment and performance of such Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any holder of such Securities, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the one handevent that any payment, or any part thereof, is rescinded, reduced, restored or returned, such Securities 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. Any term or provision of the Holders and Guarantee to the Trusteecontrary notwithstanding, on the other hand, (x) the maturity aggregate amount of the obligations guaranteed hereby may hereunder shall be accelerated as provided in Article 6 hereof for reduced to the purposes of this Guarantee, notwithstanding any stay, injunction extent necessary to prevent such Guarantee from violating or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether becoming voidable under applicable law relating to fraudulent conveyance or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair fraudulent transfer or similar laws affecting the rights of the Holders under the Guaranteecreditors generally.

Guarantee. Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Subsidiary Guarantee.

Guarantee. Subject to this Article 10, each of the The Guarantors hereby, jointly and severally, severally hereby fully and unconditionally guarantees guarantee to each Holder of a Note Security of each series authenticated and delivered by the Trustee the due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity principal (including any amount due in respect of original issue discount) of and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of any premium and interest on such Security (and any Additional Amounts and other amounts payable by the Notes will be promptly paid Issuer in full respect thereof), when dueand as the same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwisesuch Security and of this Indenture. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the The Guarantors will be jointly and severally obligated hereby agree to pay to the same immediately. Each Guarantor agrees that this is a guarantee Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and reasonable expenses, disbursements and advances of payment the Trustee, its agents, officers, employees and not a guarantee of collectiondirectors, and any other amounts, including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that their its obligations hereunder will shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability any Security of the Notes any series or this Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any Security of any series 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 provisions hereof or thereof, the recovery Security of any judgment against series or the CompanyTrustee, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or 91 guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor The Guarantors each hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protestthe benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever whatsoever, and covenant covenants that this its Guarantee will not be discharged with respect to any Security except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Thirteen. Each Guarantor The Guarantors each further agrees agree that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this its Guarantee, notwithstanding but not in the case of any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. The obligations of each Guarantor hereunder will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor, all other contingent and (y) fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the event obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate purpose, ultra xxxxx, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to the extent otherwise necessary so that such obligations do not constitute a breach of applicable law. The Guarantors shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any declaration of acceleration of amounts paid to such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable Holder by the Guarantors for pursuant to the purpose provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this GuaranteeSection 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantors will Guarantees set forth in this Section 1301 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights been signed by or on behalf of the Holders Trustee. For the avoidance of doubt, the fact that none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s Guarantee under the Guaranteethis Section 1301.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10, each of the Guarantors herebyEach Guarantor, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective regardless of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuers hereunder or and thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due An Event of any amount so guaranteed Default under this Indenture or any performance so guaranteed for whatever reasonthe Notes shall constitute an event of default under this Guarantee, and shall entitle the Guarantors will be jointly and severally obligated Holders to pay accelerate the Obligations of each Guarantor hereunder in the same immediatelymanner and to the same extent as the Obligations of the Issuers. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be unconditional, irrespective regardless of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Issuers or any custodianGuarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either of the Company Issuers or the Guarantorsany Guarantor, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall immediately be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Guarantee, Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 Six hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have Notwithstanding the right foregoing, in the event that this Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of each Guarantor under this Guarantee shall be reduced to seek contribution from the maximum amount permissible under such fraudulent conveyance or similar law. In addition, in the event that this Guarantee would constitute or result in a violation of any non-paying applicable corporate law, the liability of each Guarantor so long as under this Guarantee shall be reduced to the exercise of maximum amount permissible under such right does not impair the rights of the Holders under the Guaranteeapplicable corporate law.

Guarantee. Subject Each Guarantor of a particular series of Securities hereby unconditionally guarantees (each such guarantee to this Article 10, each of the Guarantors herebybe referred to herein as a “Guarantee”), jointly and severallyseverally with each other Guarantor of the Securities of that series, unconditionally guarantees if any, to each Holder of a Note such Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes such Securities or the obligations of the Company Issuer hereunder or thereunder, that: (ai) the due and punctual payment of the principal of and any premium or interest on the Notes will be promptly paid in full when duesuch Securities, whether at maturitymaturity or on an interest payment date, by acceleration, redemption pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue principal of and interest on the Notesinterest, if any, on such Securities, if lawful, and all other obligations of the Company Issuer to the Holders of such Securities or the Trustee hereunder or thereunder will shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; thereof including all amounts payable to the Trustee under Section 6.6 hereof, and (bii) in case of any extension of time of payment or renewal of any Notes such Securities or any of such other obligations, that the same will shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing If the Issuer fails to make any payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will Guarantor of the Securities of that series shall be obligated, jointly and severally obligated with each other Guarantor, if any, to pay the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or Securities, this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, the benefit of discussion, protest, notice and all demands demand whatsoever and covenant covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes Securities guaranteed by such Guarantee, in this Indenture and in this Supplemental IndentureArticle Fourteen. If any Holder of Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the CompanyIssuer or any Guarantor of such Securities, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantorsany Guarantor, any amount paid by either the Issuer or any Guarantor of such Securities to the Trustee or such Holder, this GuaranteeArticle Fourteen, to the extent theretofore dischargeddischarged with respect to any Guarantee of such Securities, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders of Securities of a series guaranteed hereby by such Guarantor in respect of any obligations guaranteed hereby by such Guarantee until payment in full of all obligations guaranteed herebysuch obligations. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Securities of a series guaranteed hereby by such Guarantor and the Trustee, Trustee on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this such Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, Five hereof such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors such Guarantor, jointly and severally with any other Guarantor of such Securities, for the purpose of this GuaranteeArticle Fourteen. The Guarantors will have In addition, without limiting the right foregoing, upon the effectiveness of an acceleration under Article Five, the Trustee may make a demand for payment on the Securities under any Guarantee provided hereunder and not discharged. With respect to seek contribution from any non-paying each Guarantee by a Guarantor, such Guarantor so long as the exercise of such right does not impair the shall be subrogated to all rights of the Holders under Holder of any Securities guaranteed hereby by such Guarantee against the Issuer in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of such Guarantee; provided that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all such Securities shall have been paid in full. The Guarantee set forth in this Section 14.2 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee or any duly appointed agent.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Subject to this Article 10, the Guarantors hereby hereby, jointly and severally, agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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 Subsidiary Guarantee. Each Guarantor agrees that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will 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.

Guarantee. Subject In order to this Article 10induce the Lenders to make Loans hereunder and the Issuing Banks to issue the Letters of Credit, each the Company hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Guarantors herebyObligations. The Company further agrees that the Obligations may be extended or renewed, jointly in whole or in part, without notice to or further assent from it, and severally, unconditionally guarantees to each Holder that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of a Note authenticated any Obligation. Each and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective every default in payment of the validity principal of and enforceability premium, if any, or interest on any Obligation shall give rise to a separate cause of this Supplemental Indentureaction hereunder, and separate suits may be brought hereunder as each cause of action arises. The Company waives presentment to, demand of payment from and protest to any Borrowing Subsidiary or any other Loan Party of any of the Notes Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder or thereunder, that: shall not be affected by (a) the principal failure of any Lender, any Issuing Bank, the Administrative Agent or any other Person to whom any of the Obligations are or shall be owed (collectively, the “Guarantee Beneficiaries”) to assert any claim or demand or to enforce or exercise any right or remedy under the provisions of this Agreement, any other Loan Document or otherwise, (b) any extension or renewal of any of the Obligations, (c) any rescission, waiver, amendment or modification of, or release from any of the terms or provisions of, this Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or any other agreement, (d) any default, failure or delay, wilful or otherwise, in the performance of the Obligations or (e) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity (other than the indefeasible payment in full in cash of the Obligations) or which would impair or eliminate any right of the Company to subrogation. The Company further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and interest not merely of collection, and waives any right to require that any resort be had by any Guarantee Beneficiary to any balance of any deposit account or credit on the Notes will be promptly books of any Guarantee Beneficiary in favor of any Borrower, any other Loan Party or any other Person. To the fullest extent permitted by applicable law, the Company waives any defense based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Guarantee Beneficiaries may, at their election, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Loan Party or exercise any other right or remedy available to them against any Borrower or any other Loan Party, without affecting or impairing in any way the liability of the Company hereunder except to the extent the Obligations have been fully and indefeasibly paid in full cash. To the fullest extent permitted by applicable law, the Company waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Company against any Borrower or any other Loan Party, as the case may be. The Company further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Guarantee Beneficiary upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right that any Guarantee Beneficiary may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, redemption after notice of prepayment or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company hereby promises to and will, upon receipt of written demand by the Holders Administrative Agent, forthwith pay, or the Trustee hereunder or thereunder will cause to be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranteepaid, to the extent theretofore dischargedAdministrative Agent for distribution to the applicable Guarantee Beneficiaries in cash an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due, will be reinstated in full force (ii) accrued and effectunpaid interest and fees on such Obligations and (iii) all other monetary Obligations then due. Each Guarantor The Company further agrees that it will not be entitled to any right of subrogation in relation to the Holders if payment in respect of any obligations guaranteed hereby until Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the judgment of any Guarantee Beneficiary, not consistent with the protection of its rights or interests, then, at the election of such Guarantee Beneficiary, the Company shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Guarantee Beneficiary against any losses or expenses that it shall sustain as a result of such alternative payment. Upon payment in full by the Company of any Obligation, each Lender shall, in a reasonable manner, assign to the Company the amount of such Obligation owed to it and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by the Company, or make such disposition thereof as the Company shall direct (all obligations guaranteed herebywithout recourse to any Guarantee Beneficiary and without any representation or warranty by any Guarantee Beneficiary). Each Guarantor further agrees that, as between Upon payment by the Guarantors, on Company of any sums to the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated Administrative Agent as provided in Article 6 hereof for the purposes of this Guaranteeabove, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the all rights of the Holders under Company against any Borrowing Subsidiary or any other Loan Party arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the Guaranteeprior indefeasible payment in full in cash of all the Obligations owed by such Borrowing Subsidiary or such other Loan Party to the Guarantee Beneficiaries. Nothing shall discharge or satisfy the liability of the Company hereunder except the full performance and payment of the Obligations. Each reference herein to any Guarantee Beneficiary shall be deemed to include their or its successors and assigns, in whose favor the provisions of this Guarantee shall also inure.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of performance and interest on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuer under this Indenture and interest on the overdue Notes, whether for payment of principal of and or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Subsidiary Guarantor also agrees that it will not be entitled to pay any right of subrogation and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights under this Section 10.01. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Guarantors will have the right Any Subsidiary Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to seek a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any non-paying Guarantor so long petition be filed by or against the Issuer for liquidation, 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 exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the GuaranteeNotes or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Subsidiary Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10The Guarantor, each of the Guarantors hereby, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and Holders from time to the Trustee and its successors and assigns, irrespective time of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: Securities (a) the full and prompt payment of the principal of and interest any premium on any Security when and as the Notes will be promptly paid in full when same shall become due, whether at maturitythe Stated Maturity thereof, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case the full and prompt payment of any extension of time of interest on and any Additional Amounts with respect to any Security when and as the same shall become due, subject in each case to any applicable grace period. Each payment or renewal of by the Guarantor with respect to any Notes or any of such other obligations, that same will Security shall be promptly paid in full when due the currency or performed in accordance with the terms of the extension or renewal, whether at stated maturity, currencies specified for payments on such Security as contemplated by acceleration or otherwiseSection 2.01 and pursuant to this Indenture. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is The Guarantee hereunder constitutes a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations of the Guarantor hereunder will with respect to a series of Securities shall be unconditionalabsolute and unconditional and, subject to Article VIII, shall remain in full force and effect until the entire principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of such series shall have been paid or provided for in accordance with the provisions of such series and of this Indenture, irrespective of the validity, regularity or enforceability of the Notes any Security of such series or this Supplemental Indenture, any change or amendment thereto, the absence of any action to enforce the same, any waiver or consent by any the Trustee or the Holder of the Notes any Security of such series with respect to any provisions hereof provision of such Security or thereofthis Indenture, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance which might circumstances that may otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives diligence, presentment, presentment or demand of payment, filing of claims payment or notice to the Guarantor with a court in respect to such Security and the event of insolvency obligations evidenced thereby or bankruptcy of the Company, hereby. The Guarantor further waives any right to require a proceeding first of set-off or counterclaim it may have against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by of a Security arising from any court or otherwise other obligations any such Holder may have to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsGuarantor. It is the intention of the Guarantor that the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any amount paid by either to the Trustee similar federal, state or such Holder, this Guarantee, other law to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation applicable to the Holders Guarantee. To effectuate the foregoing intention, the obligations of the Guarantor hereunder shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor (other than guarantees of the Guarantor in respect of any subordinated debt) that are relevant under such laws, result in the obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction Guarantor hereunder not constituting a fraudulent transfer or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guaranteeconveyance.

Guarantee. Subject to the provisions of this Article 10Ten, each Guarantor, by execution of the Guarantors herebythis Indenture, fully and unconditionally guarantees, jointly and severally, unconditionally guarantees on a senior unsecured basis, to each Holder (i) the due and punctual payment of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other obligations Obligations and due and punctual performance of all Obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note, this Indenture and thereof; the Registration Rights Agreement, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, the Guarantors will 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. The Guarantors hereby agree that their its obligations hereunder will 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 Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any such Note, this Indenture or the Registration 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 provisions hereof or thereofsuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereofSix, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to the provisions of this Article 10Ten, each Guarantor (including each Domestic Subsidiary that is a Wholly Owned Subsidiary that executes the Indenture as a “Guarantor” on the Issue Date and each Person that becomes a Guarantor in accordance with Section 4.06), by execution of the Guarantors herebya this Indenture or a supplemental indenture to this Indenture, as applicable, providing for such guarantee, 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 (i) the due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed this Indenture or any performance so guaranteed for whatever reasona supplemental indenture to this Indenture, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor as applicable, agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will 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 Supplemental 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 provisions hereof or thereofsuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of this Indenture or a supplemental indenture to this Indenture, as applicable, waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protestprotest or notice with respect to any such Note or the Indebtedness evidenced thereby (except as expressly required hereunder, notice including pursuant to Article Six hereof) and all demands whatsoever whatsoever, and covenant covenants that this Note Guarantee will shall not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon or as otherwise provided in this Indenture. Each Guarantor further Guarantor, by execution of this Indenture or a supplemental indenture to this Indenture, as applicable, agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby 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 obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors 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 under the Note Guarantee.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, and premium, if any, and interest (including additional amounts, if any) on the Notes Securities will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the NotesSecurities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Guarantor will be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor other than the defense that payment has been made or that the other relevant obligations have been paid or performed. Each The Guarantor hereby waives diligence, presentment, demand of payment, claim of fraud, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes Securities and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or Guarantor, the Guarantors or any custodianCustodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofFive, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Guarantee. The Guarantors will have foregoing Guarantee shall rank pari passu with all other unsecured and unsubordinated Indebtedness of the right Guarantor. The Guarantor shall be subrogated to seek contribution from all rights of each Holder of any non-paying Securities against the Company in respect of any amounts paid to the Holders by the Guarantor so long as pursuant to the exercise provisions of this Guarantee; provided that the -------- Guarantor shall not be entitled to enforce, or to receive, any payments arising out of or based upon, such right does not impair of subrogation until the rights of principal of, premium, if any, and interest (including additional amounts, if any) on all the Holders under Securities shall have been paid in full and nothing remains owed to the GuaranteeTrustee pursuant to this Indenture.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, assigns that: (a) the principal of of, premium thereon (if any) and interest on the Notes each series of Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, any overdue interest on each series of Securities and all other monetary obligations of the Company to the Holders or the Trustee hereunder or thereunder such series of Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwisehereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes each series of Securities of this Indenture or this Supplemental Indentureany series of Securities, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes this Indenture of any series of Securities with respect to any provisions hereof or thereofhereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Notes this Indenture and this Supplemental Indentureeach series of Securities. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Company or the Guarantors Guarantor or any custodian, Trusteetrustee, liquidator liquidator, or other similar official acting in relation to either the Company or the GuarantorsGuarantor, any amount paid by either the Company or Guarantor to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, 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, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture, the Registration Rights Agreement or thereunder will be promptly paid in full any other agreement with or performedfor the benefit of the Holders or the Trustee, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration pursuant to Section 6.02, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder will with regard to its Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Supplemental 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, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company 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 a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranteefurther, to the extent theretofore dischargedpermitted by law, will be reinstated in full force waives and effect. Each Guarantor relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect assert or take advantage of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatsuch claims, as between the Guarantorsrights or remedies, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or including but not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.limited to:

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental IndentureIndenture or pursuant to Section 11.06. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10, each of the Guarantors herebyEach Guarantor hereby fully, jointly and severally, unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the “Guarantee”), to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns that (ai) the principal of of, premium, if any and interest on the Notes will shall be promptly paid in full when due, subject to any applicable grace period, whether at maturityupon redemption pursuant to the terms of the Notes, by acceleration, redemption acceleration or otherwise, and interest (including interest accruing after the commencement of any bankruptcy, insolvency, or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the overdue principal of and interest on the Notesprincipal, if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or Holders, the Trustee hereunder and the Collateral Agent hereunder, thereunder or thereunder will under the Intercreditor Agreement or any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof hereof, thereof and thereofof the Intercreditor Agreement and the Collateral Agreements; and (bii) in case of any extension of time of payment or renewal of any of the Notes or of any of such other obligations, that the same will 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 stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.03. Failing The Guarantee of each Guarantor shall rank senior in right of payment when due to all existing and future subordinated Indebtedness of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly such Guarantor and severally obligated to pay the same immediatelyequal in right of payment with all other existing and future senior obligations of such Guarantor. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture, the Intercreditor Agreement or this Supplemental 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 recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes Notes, this Indenture and in this Supplemental IndentureGuarantee. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation in accordance with Sections 5.01 and 4.15. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors any Guarantor, or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantorsany Guarantor, any amount paid by either the Company or any Guarantor to the Trustee Trustee, the Collateral Agent or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders 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 of this Guarantee, Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to this Article 1013, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, interest and interest premium, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 GuaranteeNote Guarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company becomes 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 or Note Guarantees, 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. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 13.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly The Guarantor irrevocably and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by Securities (including any Holder of Securities issued under the Trustee Original Indenture from or after the date of this Supplemental Indenture), and to the Trustee and its successors and assigns, irrespective the full and punctual payment of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full Securities, when dueand as the same shall become due and payable, whether at maturity, by acceleration, maturity or upon redemption or acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other monetary obligations of the Company under the Indenture and the Securities, including obligations in respect of any Repurchase Price and obligations to the Holders or the Trustee hereunder or thereunder will be promptly paid Trustee, in full or performed, all in accordance with each case according to the terms hereof of the Indenture and thereof; the Securities. The Guarantor agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, the Guarantor shall duly and (b) in case punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time of for payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalSecurities, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective modification of the validitySecurities, regularity any invalidity, irregularity or enforceability unenforceability of the Notes Securities or this Supplemental the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by any Holder of Securities or the Trustee, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency a merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest, protest or notice with respect to the Securities or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any Security except by complete performance payment in full of the obligations contained in principal of, interest and other amounts payable with respect to such Security pursuant to such Security or the Notes Indenture. For so long as any Securities are outstanding, the Guarantor will guarantee the delivery of the Cash Conversion Consideration and the ADRs issuable upon conversion of the Securities pursuant to the terms of this Supplemental IndentureIndenture and the Securities. If This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any Holder time payment on any Security, in whole or the Trustee in part, is required by any court rescinded or must otherwise be restored to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsGuarantor upon the bankruptcy, any amount paid by either liquidation or reorganization of the Company or otherwise. The Guarantor shall be subrogated to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right all rights of subrogation in relation to the Holders against the Company in respect of any obligations guaranteed amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby until payment in full of waives any and all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby rights to which it may be accelerated as provided in Article 6 hereof for the purposes entitled, by operation of this Guaranteelaw or otherwise, notwithstanding upon making any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and payment hereunder (yi) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair be subrogated to the rights of a Holder against the Holders Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason from any other obligor with respect to such payment, in each case, until the principal of and interest on the Securities shall have been paid in full. Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of this Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyances or fraudulent transfers or similar laws affecting the Guaranteerights of creditors generally.

Guarantee. Subject Each Guarantor of a particular series of Securities hereby unconditionally guarantees (each such guarantee to this Article 10, each of the Guarantors herebybe referred to herein as a "Guarantee"), jointly and severallyseverally with each other Guarantor of the Securities of that series, unconditionally guarantees if any, to each Holder of a Note such Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes such Securities or the obligations of the Company hereunder or thereunder, that: (ai) the due and punctual payment of the principal of and any premium or interest on the Notes will be promptly paid in full when duesuch Securities, whether at maturitymaturity or on an interest payment date, by acceleration, redemption pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue principal of and interest on the Notesinterest, if any, on such Securities, if lawful, and all other obligations of the Company to the Holders of such Securities or the Trustee hereunder or thereunder will shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; thereof including all amounts payable to the Trustee under Section 6.6 hereof, and (bii) in case of any extension of time of payment or renewal of any Notes such Securities or any of such other obligations, that the same will shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing If the Company fails to make any payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will Guarantor of the Securities of that series shall be obligated, jointly and severally obligated with each other Guarantor, if any, to pay the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or Securities, this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demands demand whatsoever and covenant covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes Securities guaranteed by such Guarantee, in this Indenture and in this Supplemental IndentureArticle 14. If any Holder of Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the CompanyCompany or any Guarantor of such Securities, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantorsany Guarantor, any amount paid by either the Company or any Guarantor of such Securities to the Trustee or such Holder, this GuaranteeArticle 13, to the extent theretofore dischargeddischarged with respect to any Guarantee of such Securities, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders of Securities of a series guaranteed hereby by such Guarantor in respect of any obligations guaranteed hereby by such Guarantee until payment in full of all obligations guaranteed herebysuch obligations. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Securities of a series guaranteed hereby by such Guarantor and the Trustee, Trustee on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 5 hereof for the purposes of this such Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, 5 hereof such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors such Guarantor, jointly severally with any other Guarantor of such Securities, for the purpose of this GuaranteeArticle 14. The Guarantors will have In addition, without limiting the right foregoing, upon the effectiveness of an acceleration under Article 5, the Trustee may make a demand for payment on the Securities under any Guarantee provided hereunder and not discharged. With respect to seek contribution from any non-paying each Guarantee by a Guarantor, such Guarantor so long as the exercise of such right does not impair the shall be subrogated to all rights of the Holders under Holder of any Securities guaranteed hereby by such Guarantee against the Company in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of such Guarantee; provided that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all such Securities shall have been paid in full. The Guarantee set forth in this Section 14.1 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee or any duly appointed agent. The Guarantees provided in this Section 14.1 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee or any duly appointed agent.

Guarantee. Subject to this Article 1012, each of the Guarantors hereby, hereby jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal Principal of and interest Interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, Late Charges and interest on the overdue principal of and interest any other amounts due on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 7 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event 108 of any declaration of acceleration of such obligations as provided in Article 6 7 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 10PubCo hereby guarantees, each of the Guarantors hereby, jointly as a primary obligor and severally, unconditionally guarantees to each Holder of not as a Note authenticated and delivered by the Trustee and surety to the Trustee Sellers or the Stockholders’ Representative and its their respective permitted successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid prompt payment in full when due, whether at maturityany amount outstanding under, by accelerationor the timely performance of, redemption all of the Company’s obligations under this Agreement. PubCo hereby agrees that, if the Company fails to pay in full when due any amount outstanding under any of the Company’s obligations hereunder, PubCo shall promptly pay the same in cash, without any demand or otherwisenotice whatsoever, and interest on that in the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthe Company’s obligations hereunder, that the same will be promptly paid in full when due or performed in accordance with the terms of the such extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due The obligations of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that PubCo under this is Section 3.3 shall constitute a guarantee guaranty of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will be to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same ’s obligations hereunder or any other agreement or instrument referred to herein or therein, and, irrespective of any other circumstance which whatsoever that might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or PubCo (except for payment in full). Each Guarantor hereby waives diligence, presentment, demand The guarantee in this Section 3.3 is a continuing guarantee of payment, filing of claims with a court in the event of insolvency or bankruptcy payment and shall apply to all obligations of the CompanyCompany hereunder whenever arising. PubCo hereby agrees that, any right to require a proceeding first against until the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated payment in full force in cash and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment satisfaction in full of all of the amount outstanding under, or the timely performance of, all of the Company’s obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, hereunder and the Holders expiration 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 termination of this GuaranteeAgreement, notwithstanding it shall subordinate any stayclaim and shall not exercise any right or remedy, injunction direct or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyindirect, and (y) in the event arising by reason of any declaration performance by it of acceleration of such obligations as provided its guarantee in Article 6 hereofthis Section 3.3, such obligations (whether by subrogation or not due and payable) will forthwith become due and payable by otherwise, against the Guarantors for Sellers or the purpose of this Guarantee. The Guarantors 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 under the GuaranteeStockholders’ Representative.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of performance and interest on the Notes will be promptly paid in full and punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, of all obligations of the Issuers under this Indenture and interest on the overdue Notes, whether for payment of principal of and or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor also agrees that it will not be entitled to pay any right of subrogation and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in relation to the Holders in respect of enforcing any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyrights under this Section 10.01. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right Any Subsidiary Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to seek a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. Each Guarantee shall remain in full force and effect and continue to be effective should any non-paying Guarantor so long petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers 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 Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the GuaranteeNotes or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 1011, each of the Guarantors herebyGuarantors, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and validity, regularity or enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be obligated, jointly and severally obligated severally, to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder will be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, including but not limited to: (A) any right to require any of the Trustee, the Holders or the Company (each a "Benefited Party"), as a condition of payment or performance by a Guarantor, to (1) proceed against such Guarantor, the Company or any other Person, (2) proceed against or exhaust any security held from such Guarantor, the Company or any other Person or (3) proceed against or have to resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Guarantor, the Company or any other Person, and (B) any defense based on or arising out of the lack of validity or the unenforceability of the obligations under this Note Guarantee or any agreement or instrument relating hereto. Each Guarantor hereby waives the benefits of diligence, presentment, demand of payment, for payment and filing of claims with a court in the event of insolvency or bankruptcy of the Company, Company and any right to require a proceeding first against the CompanyCompany or any other Person, protest, notice and all demands whatsoever whatsoever, and covenant covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors any Guarantor or any custodian, Trustee, liquidator or other similar official Custodian acting in relation to either the Company or the Guarantorssuch Guarantor, any amount paid by either to the Trustee or such Holder, or any such amount paid is rescinded or reduced in amount, this Note Guarantee, to the extent theretofore discharged, will continue to be reinstated effective or be reinstated, as the case may be, and be in full force and effecteffect all as though such amount had not been paid. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 5 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 5 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors Guarantor for the purpose of this Note Guarantee. Each Guarantor hereby agrees to pay any and all costs and expenses incurred by the Trustee or the Holders in enforcing their respective rights under the Note Guarantee. The Guarantors will have Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the right to seek contribution from Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a Custodian be appointed for all or any non-paying Guarantor so long as the exercise of such right does not impair the rights significant part of the Holders under the GuaranteeCompany's assets.

Guarantee. Subject to this Article 1012, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and premium, if any, on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediatelywithin one Business Day following written demand. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor (other than a defense of payment of the Obligations guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 this Note Guarantee.

Guarantee. (a) On the Issue Date, all of the Initial Guarantors shall Guarantee the obligations of the Company under the Notes and this Indenture as provided in this Article XIII. On the Issue Date, all of the Company’s Subsidiaries that Guarantee the Company’s obligations under the Credit Agreement are the Initial Guarantors under this Indenture. Subject to this Article 10XIII, each of the Guarantors (including the Initial Guarantors and any other Subsidiary that may become a Guarantor) hereby, jointly and severally, unconditionally and 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, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder under this Indenture or thereunderunder the Notes, that: (a) the principal of of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder will under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to The Guarantors, by execution of this Article 10, each of the Guarantors herebyIndenture, jointly and severally, unconditionally guarantees guarantee to each Holder of a Note authenticated (i) the due and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Supplemental Indentureprincipal of, the Notes or the obligations of the Company hereunder or thereunderpremium, that: (a) the principal of if any, and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note and thereof; this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, agrees that, subject only to the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee applicable provisions, if any, of payment and not a guarantee of collection. The Guarantors hereby agree that their Section 10.06, its obligations hereunder will 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 Supplemental 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 the Notes with respect to any provisions hereof or thereofsuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors will 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 any Holder under the GuaranteeNote Guarantees.

Guarantee. Subject to this Article 10, each Each of the Guarantors herebyGuarantors, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each of the Guarantors Guarantors, jointly and severally, will be jointly and severally obligated to pay the same immediately. Each Guarantor of the Guarantors, jointly and severally, hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor of the Guarantors, jointly and severally, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against aginst the Company, protest, notice (except that the Trustee shall provide at least ten days' prior written notice to the Company on behalf of the Guarantors before taking any action for which the Communications Act and/or the FCC rules require such notice and which right to notice is not waivable by any Guarantor) and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental IndentureObligations guaranteed hereby. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Company or any custodianGuarantor, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantorsany Guarantor, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor of the Guarantors, jointly and severally, agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor of the Guarantors, jointly and severally, further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. Notwithstanding the foregoing, in the event that any Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the applicable Guarantor under its Guarantee shall be reduced to the maximum amount permissible under such fraudulent conveyance or similar law. The Guarantors will have the right hereby agree as among themselves that each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to seek a pro rata contribution from any non-paying each other Guarantor so long as hereunder based on the exercise net assets of such right does not impair each other Guarantor. The preceding sentence shall in no way affect the rights of the Holders of Notes to the benefits of this Indenture, the Notes or the Guarantees. Nothing in this Section 10.01 shall apply to claims of, or payments to, the Trustee under or pursuant to the Guaranteeprovisions of Section 7.07. Nothing contained in this Section 10.01 or elsewhere in this Indenture, the Notes or the Guarantees, shall impair, as between any Guarantor and the Holder of any Note, the obligation of such Guarantor, which is unconditional and absolute, to pay to the Holder thereof the principal of, premium, if any, and interest on the Notes in accordance with their terms and the terms of the Guarantee and this Indenture, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law or hereunder or thereunder upon the occurrence of an Event of Default.

Guarantee. Subject to this Article 10, the Company shall cause each of the Guarantors herebyGuarantors, jointly and severally, unconditionally guarantees to guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing The Company shall cause each Guarantor, failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will to be jointly and severally obligated to pay the same immediately. Each The Company shall cause each Guarantor agrees further to agree that this such guarantee is a guarantee of payment and not a guarantee of collection. The Guarantors hereby Company shall further cause each Guarantor (i) to agree that their its obligations hereunder will under its Subsidiary Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives guarantor; (ii) to waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever; and (iii) to covenant that this its Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantorsany Guarantor, any amount paid by the Company or any Guarantor either to the Trustee or to such Holder, this each Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each The Company shall further cause each Guarantor agrees to agree that (i) it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, and (ii) as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby by the Subsidiary Guarantees may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, the Subsidiary Guarantees notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Subsidiary Guarantees, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteethe Subsidiary Guarantees. The Guarantors will shall have the right to seek contribution from any non-non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Guarantee. Subject Each Guarantor of a particular series of Securities hereby unconditionally guarantees (each such guarantee to this Article 10, each of the Guarantors herebybe referred to herein as a “Guarantee”), jointly and severallyseverally with each other Guarantor of the Securities of that series, unconditionally guarantees if any, to each Holder of a Note such Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes such Securities or the obligations of the Company hereunder or thereunder, that: (ai) the due and punctual payment of the principal of and any premium or interest on the Notes will be promptly paid in full when duesuch Securities, whether at maturitymaturity or on an interest payment date, by acceleration, redemption pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue principal of and interest on the Notesinterest, if any, on such Securities, if lawful, and all other obligations of the Company to the Holders of such Securities or the Trustee hereunder or thereunder will shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; thereof including all amounts payable to the Trustee under Section 6.07 hereof, and (bii) in case of any extension of time of payment or renewal of any Notes such Securities or any of such other obligations, that the same will shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing If the Company fails to make any payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will Guarantor of the Securities of that series shall be obligated, jointly and severally obligated with each other Guarantor, if any, to pay the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or Securities, this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demands demand whatsoever and covenant covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes Securities guaranteed by such Guarantee, in this Indenture and in this Supplemental IndentureArticle Fifteen. If any Holder of Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the CompanyCompany or any Guarantor of such Securities, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantorsany Guarantor, any amount paid by either the Company or any Guarantor of such Securities to the Trustee or such Holder, this GuaranteeArticle Fifteen, to the extent theretofore dischargeddischarged with respect to any Guarantee of such Securities, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders of Securities of a series guaranteed hereby by such Guarantor in respect of any obligations guaranteed hereby by such Guarantee until payment in full of all obligations guaranteed herebysuch obligations. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Securities of a series guaranteed hereby by such Guarantor and the Trustee, Trustee on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this such Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, Five hereof such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors such Guarantor, jointly and severally with any other Guarantor of such Securities, for the purpose of this GuaranteeArticle Fifteen. The Guarantors will have In addition, without limiting the right foregoing, upon the effectiveness of an acceleration under Article Five, the Trustee may make a demand for payment on the Securities under any Guarantee provided hereunder and not discharged. With respect to seek contribution from any non-paying each Guarantee by a Guarantor, such Guarantor so long as the exercise of such right does not impair the shall be subrogated to all rights of the Holders under Holder of any Securities guaranteed hereby by such Guarantee against the Company in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of such Guarantee; provided that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all such Securities shall have been paid in full. The Guarantee set forth in this Section 15.02 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee or any duly appointed agent. The Guarantees provided in this Section 15.02 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee or any duly appointed agent.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes Notes, the Security Documents or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, and premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. The Guarantors hereby agree that their obligations hereunder will be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to this Article 1016, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, assigns the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of of, premium (if any) and interest on the Notes will be promptly paid in full when due, whether at maturitythe Maturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturitythe Maturity Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives waives, to the extent permitted by applicable Law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. 102 If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates any Note hereunder, this Guarantee shall be valid nevertheless. The Guarantors will have delivery of any Note by the right to seek contribution from any non-paying Guarantor so long as Trustee, after the exercise of such right does not impair the rights authentication thereof hereunder, shall constitute due delivery of the Holders under Guarantee set forth in this Indenture on behalf of the GuaranteeGuarantors.

Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severallyseverally irrevocably and unconditionally guarantees, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Notes Collateral Agent and its their successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of of, interest, and interest premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, the Trustee or the Trustee Notes Collateral Agent is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either any of the Company Issuer or the Guarantors, any amount paid by either to the Trustee Trustee, the Notes Collateral Agent or such Holder, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Trustee and the TrusteeNotes Collateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will 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 GuaranteeGuarantees. Each 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 or Guarantees, 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. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general secured senior obligation of such Guarantor (to the extent of the Collateral) and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 10Each Guarantor hereby fully, each of the Guarantors herebyirrevocably and unconditionally, jointly and severally, unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the "Guarantee"), to each Holder of a Note authenticated and delivered by the Holders, the Trustee , the Collateral Agent, the Paying Agent and to the Trustee Registrar and its their respective successors and assignsassigns (each, irrespective of the validity and enforceability of this Supplemental Indenturea "Beneficiary" and, collectively, the Notes or the obligations of the Company hereunder or thereunder, that: "Beneficiaries" that (ai) the principal of of, premium, if any and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption pursuant to the terms of the Notes, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee any and all Beneficiaries hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof hereof, thereof and thereofthe Collateral Agreements and Intercreditor Agreement; and (bii) in case of any extension of time of payment or renewal of any of the Notes or of any of such other obligations, that the same will 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 stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.03. Failing The Guarantee of each Guarantor will rank senior in right of payment when due to all subordinated Indebtedness of any amount so guaranteed such Guarantor and equal in right of payment with all other senior obligations of such Guarantor, including borrowings or any performance so guaranteed for whatever reason, guarantees of borrowings under the Guarantors will be jointly and severally obligated to pay the same immediatelyCredit Agreement. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their its obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Holders or other Beneficiaries with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes Notes, this Indenture and in this Supplemental IndentureGuarantee. The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee Beneficiary is required by any court or otherwise to return to the Company, the Guarantors any Guarantor, or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantorsany Guarantor, any amount paid by either the Company or any Guarantor to the Trustee or such HolderBeneficiary, this Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders and the TrusteeBeneficiaries, 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 of this Guarantee, Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Note Guarantee.

Guarantee. (a) On the Issue Date, all of the Initial Guarantors shall Guarantee the obligations of the Company under the Notes and this Indenture as provided in this Article Ten. On the Issue Date, all of the Company’s Subsidiaries that Guarantee the Company’s obligations under the Exchange Credit Agreement are the Initial Guarantors hereunder. Subject to this Article 10Ten, each of the Guarantors including the Initial Guarantors and any other Subsidiary that may become a Guarantor hereby, jointly and severally, unconditionally and fully and unconditionally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to each of the Trustee and the Second Lien Collateral Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest interest, if any, on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee and the Second Lien Collateral Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guarantee.

Guarantee. Subject to this Article 1011, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the guarantee obligations guaranteed hereby hereunder may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors will shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Guarantee. Subject to this Article 1014, each of the Guarantors hereby, jointly LifePoint hereby fully and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid by the Company in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid by the Company in full or performedperformed by the Company, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid by the Company in full when due or performed by the Company in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor LifePoint agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors LifePoint hereby agree agrees that their its obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a GuarantorLifePoint. Each Guarantor LifePoint hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture (which, for the avoidance of doubt, it is agreed shall have occurred upon termination of all of the Company’s obligations under the Indenture as provided in Section 8.01 of the Indenture). If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors LifePoint or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsLifePoint, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor LifePoint agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor LifePoint further agrees that, as between the Guarantorsitself, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors LifePoint for the purpose of this Note Guarantee. The Guarantors will have , failing payment when due by 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 GuaranteeCompany.

Guarantee. Subject to this Article 10Nine, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full in cash when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this the Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof of the Indenture for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofof the Indenture, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this the Guarantee. The Guarantors will 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.

Guarantee. Subject Each of Constellation and EDFI, unless the Parent is the Member, unconditionally, absolutely and, subject to this Article 10the following sentence, each of the Guarantors hereby, jointly and severally, unconditionally irrevocably guarantees to each Holder Member (other than the Member(s) of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (awhich such Parent is an Affiliate) the principal full and prompt payment, as and when due and payable, of all financial obligations hereunder (the “Guarantee”). The Parent’s Guarantee shall remain in effect for so long as this Agreement remains in effect and interest on the Notes an Affiliate of Parent remains a Member. Parent hereby guarantees that its Guarantee will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed strictly in accordance with the terms of the extension or renewalthis Agreement, whether at stated maturity, by acceleration or otherwise. Failing payment when due regardless of any amount so guaranteed law, regulation or order now or hereafter in effect in any performance so guaranteed for whatever reason, jurisdiction affecting any of such terms or the Guarantors will be jointly and severally obligated to pay the same immediatelyrights of any Member with respect thereto. Each Guarantor Parent agrees that this is its Guarantee constitutes a guarantee of payment when due and not a guarantee of collection. The Guarantors , and hereby agree that their obligations hereunder will be unconditionalwaives demand, irrespective presentment and notice of default or breach for non-performance of any of the validitycovenants, regularity terms, conditions or enforceability agreements in any other matter or thing mentioned and described in this Agreement. Furthermore, the occurrence of any one or more of the Notes following shall not affect the enforceability or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder effectiveness of the Notes with respect to Parent’s Guarantee: (i) any provisions hereof modification, amendment, settlement, release (in whole or thereof, the recovery of any judgment against the Company, any action to enforce the same in part) or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance enforcement of the obligations contained in guaranteed, (ii) any merger, consolidation, restructuring or termination of the Notes and this Supplemental Indenture. If any Holder corporate existence of the Member or Unadmitted Assignee that is an Affiliate of Parent, (iii) the Trustee is required by any court illegality, invalidity or otherwise to return to the Company, the Guarantors unenforceability of all or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity part of the obligations guaranteed hereby or any agreement or instrument related thereto, (iv) the failure of any Member or Unadmitted Assignee or the Company to exhaust any right, remedy, power or privilege it may be accelerated as provided have against the Member(s) or Unadmitted Assignee that is an Affiliate of Parent (including failure to file or enforce a claim in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction bankruptcy or other prohibition preventing proceeding), (v) any Terminating Event, Bankruptcy Event, or proceedings similar to those incorporated in such acceleration in respect terms, commenced by or against such Member(s) or Unadmitted Assignee, including any discharge of, or bar or stay against collecting, all or any part of the obligations guaranteed herebyguaranteed, and (yvi) in any other defense with respect to the event performance of all or any part of the Parent’s Guarantee, including but not limited to the effect of any declaration statute of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the Guaranteelimitations.

Guarantee. Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: (a) the principal of and premium, interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of premium, interest (to the extent permitted by law) and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations Obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture, the absence of any action to enforce the sameNotes or this Indenture, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 Note Guarantee.

Guarantee. Subject to the provisions of this Article 1011, each of the Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability of this Supplemental Indenture, the Notes or the obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (a) the principal of premium, if any, and interest on each Senior Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, and premium, if any, and interest on the overdue principal of and interest on the Senior Notes, if any, if to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Senior Note and thereof; this Indenture, and (bii) in the case of any extension of time of payment or renewal of any Senior Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthe Guarantee, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment its obligations thereunder and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will 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 Senior Note or this Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any such Senior Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Issuers with respect thereto by any the Holder of such Senior Note or the Notes with respect to Trustee, any provisions hereof or thereof, the recovery release of any judgment against the CompanyCollateral, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby Guarantor, by execution of the Guarantee, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Companyeither Issuer, any right to require a proceeding first against either Issuer, protest or notice with respect to any such Senior Note or the Company, protest, notice Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this the Guarantee will not be discharged as to any such Senior Note except by complete performance payment in full of the obligations contained principal thereof, premium if any, and interest thereon and as provided in the Notes and this Supplemental IndentureSection 9.1 hereof. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors either Issuer or any custodianGuarantor or any Custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company an Issuer or the Guarantorsany Guarantor, any amount paid by either an Issuer or any Guarantor to the Trustee Holder or such HolderTrustee, this each Guarantor's Guarantee, to the extent theretofore therefor discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right Guarantor, by execution of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor Guarantee, further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and 77 the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby by the Guarantee may be accelerated as provided in Article 6 hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this the Guarantee. The Guarantors will have In addition, without limiting the right foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on the Senior Notes under any Guarantee provided for in this Article 11 and not discharged. Failure to seek contribution from any non-paying Guarantor so long as make such demand shall not affect the exercise of such right does not impair the rights validity or enforceability of the Holders Guarantee upon any Guarantor. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Senior Note unless the certificate of authentication on such Senior Note shall have been signed by or on behalf of the Trustee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee as a representative of any Holder in enforcing any rights under the Guaranteethis section.

Guarantee. Subject to this Article 1013, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, interest and interest premium, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Note Guarantee will shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trusteetrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders 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 of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will 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 GuaranteeNote Guarantees. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company becomes 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 or Note Guarantees, 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. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 13.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Guarantee. Subject In order to this Article 10induce the Lenders to make Loans hereunder and the Issuing Banks to issue the Letters of Credit, each the Company hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Guarantors herebyObligations. The Company further agrees that the Obligations may be extended or renewed, jointly in whole or in part, without notice to or further assent from it, and severally, unconditionally guarantees to each Holder that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of a Note authenticated any Obligation. Each and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective every default in payment of the validity principal of and enforceability premium, if any, or interest on any Obligation shall give rise to a separate cause of this Supplemental Indentureaction hereunder, and separate suits may be brought hereunder as each cause of action arises. The Company waives presentment to, demand of payment from and protest to any Borrowing Subsidiary or any other Loan Party of any of the Notes Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company hereunder or thereunder, that: shall not be affected by (a) the principal failure of any Lender, any Issuing Bank, any Agent or any other Person to whom any of the Obligations are or shall be owed (collectively, the "Guarantee Beneficiaries") to assert any claim or demand or to enforce or exercise any right or remedy under the provisions of this Agreement, any other Loan Document or otherwise, (b) any extension or renewal of any of the Obligations, (c) any rescission, waiver, amendment or modification of, or release from any of the terms or provisions of, this Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or any other agreement, (d) any default, failure or delay, wilful or otherwise, in the performance of the Obligations or (e) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of the Company as a matter of law or equity (other than the indefeasible payment in full in cash of the Obligations) or which would impair or eliminate any right of the Company to subrogation. The Company further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and interest not merely of collection, and waives any right to require that any resort be had by any Guarantee Beneficiary to any balance of any deposit account or credit on the Notes will be promptly books of any Guarantee Beneficiary in favor of any Borrower, any other Loan Party or any other Person. To the fullest extent permitted by applicable law, the Company waives any defense based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Guarantee Beneficiaries may, at their election, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Loan Party or exercise any other right or remedy available to them against any Borrower or any other Loan Party, without affecting or impairing in any way the liability of the Company hereunder except to the extent the Obligations have been fully and indefeasibly paid in full cash. To the fullest extent permitted by applicable law, the Company waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Company against any Borrower or any other Loan Party, as the case may be. The Company further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Guarantee Beneficiary upon the bankruptcy or reorganization of any Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right that any Guarantee Beneficiary may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, redemption after notice of prepayment or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company hereby promises to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedand will, all in accordance with the terms hereof and thereof; and (b) in case upon receipt of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will 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. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent written demand by any Holder of the Notes with respect Agent, forthwith pay, or cause to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranteepaid, to the extent theretofore dischargedApplicable Agent for distribution to the applicable Guarantee Beneficiaries in cash an amount equal to the sum of (i) the unpaid principal amount of such Obligations then due, will be reinstated in full force (ii) accrued and effectunpaid interest and fees on such Obligations and (iii) all other monetary Obligations then due. Each Guarantor The Company further agrees that it will not be entitled to any right of subrogation in relation to the Holders if payment in respect of any obligations guaranteed hereby until Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the judgment of any Guarantee Beneficiary, not consistent with the protection of its rights or interests, then, at the election of such Guarantee Beneficiary, the Company shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify such Guarantee Beneficiary against any losses or expenses that it shall sustain as a result of such alternative payment. Upon payment in full by the Company of any Obligation, each Lender shall, in a reasonable manner, assign to the Company the amount of such Obligation owed to it and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by the Company, or make such disposition thereof as the Company shall direct (all without recourse to any Guarantee Beneficiary and without any representation or warranty by any Guarantee Beneficiary). Upon payment by the Company of any sums to the Applicable Agent as provided above, all rights of Company against any Borrowing Subsidiary or any other Loan Party arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all obligations guaranteed herebythe Obligations owed by such Borrowing Subsidiary or such other Loan Party to the Guarantee Beneficiaries. Nothing shall discharge or satisfy the liability of the Company hereunder except the full performance and payment of the Obligations. Each Guarantor further agrees thatreference herein to any Guarantee Beneficiary shall be deemed to include their or its successors and assigns, as between in whose favor the Guarantors, on the one hand, and the Holders 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 provisions of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors 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 under the GuaranteeGuarantee shall also inure.

Guarantee. Subject to the provisions of this Article 10Ten, each the Guarantors, by execution of the Guarantors herebythis Indenture, jointly and severally, unconditionally guarantees guarantee to each Holder (i) the due and punctual payment of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof of such Note, this Indenture and thereof; the Registration Rights Agreement, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Each Guarantor, by execution of any amount so guaranteed or any performance so guaranteed for whatever reasonthis Indenture, the Guarantors will 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. The Guarantors hereby agree that their its obligations hereunder will 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 Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of any such Note, this Indenture or the Registration Rights Agreement, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of the Notes with respect to any provisions hereof or thereofsuch Note, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Guarantee will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebythe principal thereof and interest thereon. Each Guarantor further hereby agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors will shall have the right to seek contribution from any non-paying Guarantor in a pro rata amount based on the net assets of each Guarantor so long as the exercise of such right does not impair the rights of the Holders any Holder under the GuaranteeGuarantees.

Guarantee. Subject Except as otherwise set forth in a Board Resolution, Officers' Certificate or supplemental indenture establishing a series of Securities and subject to the provisions of this Article 10Sixteen, each of the Guarantors hereby, Guarantor hereby jointly and severallyseverally unconditionally and irrevocably guarantees, unconditionally guarantees as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns (a) the full and punctual payment of principal of and interest on and liquidated damages in respect of the Notes will Securities of each series when due, whether on the Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for expenses, indemnification or otherwise under this Indenture and the Securities of each series (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be promptly extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article Sixteen notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives (to the extent that it may lawfully do so) (a) presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations, (b) notice of protest for nonpayment and (c) notice of any default under Securities of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities of any series 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 Securities of any series or any other agreement relating to this Indenture or the Securities; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 16.02(b). Each Guarantor hereby waives (to the extent that it may lawfully do so) (x) any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed, (y) any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (z) any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against 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 (to the extent that it may lawfully do so) any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The Guarantee of each Guarantor is, to the extent and in the manner set forth in Section 4.01(b), subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the relevant Guarantor and is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 5.02 and 16.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities of any series or any other agreement relating to this Indenture or the Securities, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and interest on shall, upon receipt of written demand by the overdue principal of and interest on the NotesTrustee, if anyforthwith pay, if lawfulor cause to be paid, and all other obligations of the Company in cash, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with an amount equal to the terms hereof and thereof; and sum of (bi) in case of any extension of time of payment or renewal of any Notes or any the unpaid principal amount of such other obligationsGuaranteed Obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly (ii) accrued and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder will be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or unpaid interest on such Holder, this Guarantee, Guaranteed Obligations (but only to the extent theretofore discharged, will be reinstated in full force not prohibited by law) and effect(iii) all other monetary obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it will shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations guaranteed herebyto which the Guaranteed Obligations are subordinated pursuant to Section 4.01(b). Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of this Guaranteeany Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6 hereofSix, such obligations Guaranteed Obligations (whether or not due and payable) will shall forthwith become due and payable by the Guarantors such Guarantor for the purpose purposes of this GuaranteeSection 16.01. The Guarantors will have Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the right to seek contribution from Trustee or any non-paying Guarantor so long as the exercise of such right does not impair the Holder in enforcing any rights of the Holders under the Guaranteethis Section 16.01.