Common use of Guarantee Clause in Contracts

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such series, 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 Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Guarantee. Subject to this Article 1110, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior basis to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee Authentication Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, premiumand interest, premium and Special Interest, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder 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 Securities of such series 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 by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Securities of a series or this IndentureNotes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture or by release in accordance with the provisions of this 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, trustee, 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, then this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security 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. 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. The payment of principal of, and premium and interest on, the Notes will be fully and unconditionally guaranteed by the Parent Guarantor. The Notes shall not be guaranteed initially by any of the Issuer’s Subsidiaries. Subject to this Article 11X, after the Issue Date, each of Restricted Subsidiary that guarantees or incurs certain Indebtedness, but only under the Guarantors herebyconditions described under Section 4.14, shall jointly and severally, fully and unconditionally guarantees guarantee to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder Issuer under this Indenture or thereunder, that: (a) the principal of, premium, if any, performance and interest on the Securities of such series 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 the Notes, whether for payment of principal of, premium or interest on the overdue principal of and premiumNotes, if anyexpenses, and interest indemnification or otherwise, on the Securities of such series, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid terms set forth in full or performed, all in accordance with the terms hereof and thereofthis Indenture; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor also agrees that it shall 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 VI for the purposes of this Security 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 hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Each Guarantor that makes a payment for distribution under its Guarantee shall have the right be entitled to seek a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor. 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 Security 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. (a) Subject to this Article 11subsection (b), each below, and subject to the provisions of Section 1109, the Guarantors hereby, jointly Guarantor hereby irrevocably and severally, unconditionally guarantees (such guarantee being the "Guarantee") to each Holder of Securities of a particular series as to which it is a Guarantor Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, Indenture and the Securities of such series or the obligations of the Company hereunder or thereunderhereunder, that: (ai) the principal of, premium, if any, and interest on the Securities of such series promptly will be promptly paid in full when due, whether at maturitythe maturity or Interest Payment Date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and principal, premium, if any, and interest on the Securities of such seriesinterest, if any, of the Securities, 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 (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 maturityStated Maturity, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Guarantor shall 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. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Company or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsCompany, any amount paid by either the Company to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor agrees that it 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 is guaranteed hereby. Each . (b) It is the intention of the Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and Company that the Trustee, on the other hand, (x) the maturity obligations of the Guarantor hereunder shall be, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the Guarantor was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations guaranteed hereby, and (y) of the Guarantor under the Guarantee shall be reduced by such court if such reduction would result in the event of any declaration of acceleration avoidance of such obligations annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as provided in Article 6 hereof, is strictly necessary to reach such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose result. For purposes of this Security Guarantee. paragraph, "fair consideration," "insolvency," "unable to pay its debts as they mature," "unreasonably small capital" and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (c) The Guarantors Guarantor shall have the right be subrogated 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 against the Security GuaranteeCompany in respect of any amounts paid by Guarantor pursuant to the provisions of the Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities issued hereunder shall have been paid in full.

Guarantee. (a) Subject to this Article 11Nine, each of the Guarantors hereby, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such seriesNotes, 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 the Notes, this Supplemental Indenture or thereunder the Base Indenture (as it relates to the Notes) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject . (b) The Guarantors hereby agree that, to this Article 11the maximum extent permitted under applicable law, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Subject to Section 6.06, 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes, this Supplemental Indenture and this Indenture. the Base Indenture (as it relates to the Notes). (c) 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 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 Holder, this Security Guaranteethe Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee 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 Six for the purposes of this Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. Subject to this Article 1112, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal and Aggregate Accreted Principal Amount of, premium, if any, premium and interest on the Securities of such series 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 and Aggregate Accreted Principal Amount of and premium, if any, premium and interest on the Securities of such seriesNotes, 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 Securities of such series 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 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. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. 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 Security Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this 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 Security Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each To the extent permitted by applicable law, each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Note Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Issuer to the Holders or Holders, the Trustee or any Agent hereunder or thereunder will under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the any Subsidiary Guarantors shall be jointly and severally obligated to pay or perform the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the . (b) The Subsidiary Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 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 Security Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. , or pursuant to Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, any Agent or any Holder in enforcing any rights under this Section 10.01. (d) 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 Security any Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (e) Each Subsidiary Guarantor agrees that it 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 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, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security any 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 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Security Note Guarantee. (f) Each Note 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 the 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. (g) 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. (h) Each payment to be made by any Subsidiary Guarantor in respect of a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor (a “Funding Guarantor”) under its Note Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Note Guarantees in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its Note Guarantee that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance or financial assistance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 10.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Note Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The Guarantors amounts payable as contributions hereunder shall have the right to seek contribution from any non-paying Guarantor so long be determined as the exercise of such right does not impair the rights of the Holders date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(i). For the avoidance of doubt, nothing in this Section 10.01(i) shall limit or impair, by implication or otherwise, any Subsidiary Guarantor’s obligations under the Security its Note Guarantee.

Guarantee. (a) Subject to this Article 1112, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, and interest on on, the Securities of such series Notes will be promptly paid in full when due, whether at maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of of, premium and premium(to the extent permitted by law) interest, if any, and interest on the Securities of such series, if any, if lawful, Notes and all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder the Notes will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 any of the Company or the Guarantors, any amount paid by either the Company or any Guarantor to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors Guarantor for the purpose of this Security Guarantee. The Guarantors shall 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 Security Guarantee.

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly The Guarantor hereby unconditionally and severally, unconditionally irrevocably guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenturesuch Holder, the Securities due and punctual payment of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such seriesand Additional Amounts, if any, if lawfulon such Security when and as the same shall become due and payable, and all other obligations whether at the Stated Maturity, by declaration of the Company to the Holders acceleration, call for redemption, or the Trustee hereunder or thereunder will be promptly paid in full or performedotherwise, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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, regardless of any defense, right of set-off or counterclaim that the extension or renewalGuarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity or by declaration of acceleration, by acceleration call for redemption or otherwise, and as if such payment were made by the Company. Failing The Guarantor's obligation to make a guarantee payment when due may be satisfied by direct payment of any amount so guaranteed the required amounts by the Guarantor to the Holder of the Security or any performance so guaranteed for whatever reasonto a Paying Agent, or by causing the Guarantors shall be jointly and severally obligated Company to pay such amount to such Holder or a Paying Agent. Unless otherwise provided as contemplated by Section 201 hereof, this Guarantee is an unsecured and subordinated obligation of the same immediatelyGuarantor and shall at all times rank at least equally with each other Guarantee issued pursuant to the Indenture and, except as permitted by Section 806 hereof, will rank at least equally with all other unsecured subordinated indebtedness of the Guarantor. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their its obligations hereunder shall be unconditionalabsolute and unconditional irrespective of, irrespective and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities of a series such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of such Security or this Indenture, any waiver extension of time for payment or consent performance by the Company as provided by such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Security Guarantee shall will not be discharged in respect of any Security except by complete performance of the obligations contained in such Security and in this Indenture and in this Guarantee. This Guarantee shall constitute a guarantee of payment and not of collection. The Guarantor hereby agrees that, in the Securities event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such series Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. If any Holder or The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee is required or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any court other right or otherwise to return remedy with respect to the CompanySecurities, 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 Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that otherwise would have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest and Additional Amounts, if any, on such HolderSecurity has been, this Security Guarantee, or has been deemed pursuant to the extent theretofore provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged, . The Guarantor shall be reinstated subrogated to all rights of the Holder of each Security upon which its Guarantee is endorsed against the Company in full force and effect. Each respect of any amounts paid by the Guarantor agrees on account of such Security pursuant to the provisions of its Guarantee or this Indenture; provided, however, that it 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 premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in relation full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company's assets, and shall, to the Holders in respect fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any obligations guaranteed hereby until Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment in full of all obligations guaranteed herebyor performance had not been made. 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 Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in In the event of that any declaration of acceleration of such obligations as provided in Article 6 hereofpayment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such obligations (whether Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guaranteereturned.

Guarantee. Subject to this Article 11Holdings hereby irrevocably, each of the Guarantors herebyabsolutely and unconditionally guarantees, jointly as a primary obligation and severallynot as a surety, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee Sellers the payment and its successors and assigns, irrespective performance of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunderBuyer under this Agreement (in each case, that: (a) subject to all limitations, qualifications, terms and conditions of the principal ofBuyer’s obligations set forth herein), premiumincluding, if anyfor the avoidance of doubt, and interest on the Securities of such series 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 Securities of such series, if any, if lawful, and all other any obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedBuyer under Section 2.3(a)(ii) and Section 9.3 of this Agreement. This guaranty is an absolute, all in accordance with the terms hereof unconditional and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee continuing guaranty of payment and performance and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditionalcollectability, irrespective of the validity, regularity legality or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Agreement or any other circumstance which might otherwise constitute a legal document or equitable discharge or defense of a guarantorinstrument contemplated hereby. Each Guarantor hereby Holdings waives promptness, diligence, presentment, demand demand, protest, notice of paymentacceptance, filing notice of claims with a court any obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in the event of insolvency or bankruptcy of the Companyeffect, any right to require a proceeding first against the Companymarshalling of assets of Holdings, protestany of its Affiliates or any other entity or other Person primarily or secondarily liable with respect to any of the guaranteed obligations, notice and all demands whatsoever and covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenturesuretyship defenses generally. 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders payment in respect of any of the guaranteed obligations guaranteed is rescinded after receipt by the Sellers, the guaranty hereunder shall be automatically reinstated as if no such payment had ever been made. Holdings agrees that the Sellers shall not be required to prosecute collection, enforcement or other remedies against Buyer or to enforce or resort to any rights or remedies pertaining thereto, before calling on Holdings for payment or performance. Holdings hereby until payment in full waives any and all notice of all obligations guaranteed hereby. Each Guarantor further agrees thatthe creation, as between the Guarantorsrenewal, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity extension or accrual of the obligations guaranteed hereby may be accelerated as provided of Holdings set forth in Article 6 hereof for this Agreement and notice of or proof of reliance by the purposes Sellers upon this Section 11.22 or acceptance of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Section 11.22. Holdings acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in respect of the obligations guaranteed hereby, and (y) this Section 11.22 are made knowingly in the event of any declaration of acceleration contemplation of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guaranteebenefits.

Guarantee. The Notes shall not be guaranteed initially by any of the Issuer’s Subsidiaries or any third party. Subject to this Article 11X, after the Issue Date, each of Restricted Subsidiary that guarantees or incurs certain Indebtedness, but only under the Guarantors herebyconditions described under Section 4.14, shall jointly and severally, fully and unconditionally guarantees guarantee to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder Issuer under this Indenture or thereunder, that: (a) the principal of, premium, if any, performance and interest on the Securities of such series 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 the Notes, whether for payment of principal of, premium or interest on the overdue principal of and premiumNotes, if anyexpenses, and interest indemnification or otherwise, on the Securities of such series, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid terms set forth in full or performed, all in accordance with the terms hereof and thereofthis Indenture; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor also agrees that it shall 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 VI for the purposes of this Security 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 hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Each Guarantor that makes a payment for distribution under its Guarantee shall have the right be entitled to seek a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor. 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 Security 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 11, each of the Guarantors hereby, jointly and severally, fully, unconditionally guarantees and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest interest, if any, on the Securities of such series 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 of, premium, if any, and interest on the Securities of such seriesNotes, 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 Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the amount stated above, 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 11.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this Security Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Security GuaranteeCompany or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or any other Guarantor’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 Subsidiary 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 Subsidiary 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 Subsidiary Guarantee issued by any 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 Debt of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Special Interest, if any, and interest on on, the Securities of such series 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 Securities of such seriesNotes, 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Liquidated Damages, if any, and interest on the Securities of such series 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 Securities of such seriesNotes, 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees Guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuers hereunder or thereunder, that: : (a1) the principal of, premiumpremium on, if any, and interest on and Additional Interest, if any, on, the Securities of such series 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 premiumof, premium on, if any, interest and interest on the Securities of such seriesAdditional Interest, if any, on, the Notes, if 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 Guaranteed or any performance so guaranteed Guaranteed for whatever reason, the Guarantors shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 that this Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either any of them to the Trustee or such Holder, this Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed 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, (x1) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) 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) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee Security, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indentureeach such Holder, the Securities due and punctual payment of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, premium (if any, ) and interest on such Security and the Securities due and punctual payment of any sinking fund payments provided for pursuant to the terms of such series will be promptly paid in full Security 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 premium, if any, and interest on the Securities of such series, 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 Securities of such series 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 failure of the Company punctually to make any such principal, premium (if any), interest, or renewalsinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity, by acceleration declaration of 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 shall 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. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability any Security of the Securities of a any series or this 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 Company with respect thereto by any the Holder of the Securities of such series 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 which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the consent of the Guarantor increase the principal amount of a Security or the interest rate thereon or change the currency of payment with respect to any Security, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or acceleration of the maturity thereof pursuant to Section 502, or increase any premium payable upon redemption thereof or increase any sinking fund payment required under such Security. Each The 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 Security or the indebtedness evidenced thereby or with respect to 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 Security Guarantee shall will not be discharged with respect to any Security except by complete performance payment in full of the obligations contained in the Securities of such series principal of, premium (if any) and this Indentureinterest, if any, thereon. If at any Holder time any payment of principal of, premium (if any) and interest on such Security is rescinded or must be otherwise restored or returned upon the Trustee is required by any court insolvency, bankruptcy or otherwise to return to reorganization of the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation Guarantor’s obligations hereunder with respect to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, payment shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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 date of such obligations rescission, restoration or return as provided in Article 6 hereof, though such obligations (whether or not due and payable) shall forthwith payment had become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of but had not been made at such right does not impair the rights of the Holders under the Security Guaranteetime.

Guarantee. Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will under the Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder or under the Notes). Each Guarantor hereby waives waives, to the fullest extent permitted by 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 covenants that this Security Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Securities of such series Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all reasonable out-of-pocket 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, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, then any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeGuarantees. Until terminated in accordance with Section 10.06, 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 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 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 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, if any. 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 (a) Notwithstanding any provision of this Article 11XI to the contrary, the provisions of this Article XI relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of each of the Subsidiary Guarantors. (b) For value received, each of the Subsidiary Guarantors hereby, jointly and severallyhereby fully, unconditionally and absolutely guarantees (each, a “Guarantee”) to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such seriesprincipal, premium, if any, if lawfuland interest shall become due and payable, and all other obligations whether at the Stated Maturity or by declaration of the Company acceleration, call for redemption or otherwise, according 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 Securities of such series 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 and this Indenture, whether at stated maturity, by acceleration or otherwise. subject to the limitations set forth in Section 11.03. (c) Failing payment when due of any amount so guaranteed or any performance so guaranteed pursuant to the related Guarantee, for whatever reason, each of the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured obligation of the related Subsidiary Guarantor and will be subordinated in right of payment to all unsecured and unsubordinated Debt of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Securities, its Guarantee, the Guarantee of a series any other Subsidiary Guarantor or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any Subsidiary Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to enforce such Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. (d) The obligations of each of the Subsidiary Guarantors under this Article XI shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Subsidiary Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Company or any of the Subsidiary Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Company or any of the Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Subsidiary Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Subsidiary Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and covenant that this Security the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee shall without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such Guarantee. Each of the obligations contained Subsidiary Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Subsidiary Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Subsidiary Guarantor pursuant to the provisions of this Indenture; provided, however, that such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities of such series and this 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 related Guarantees shall have been paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guaranteedischarged.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, irrevocably, fully and unconditionally guarantees guarantees, as primary obligor and not merely as surety, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Additional Interest, if any, and interest on on, the Securities of such series 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 Securities of such seriesNotes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Issuer or a Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 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 Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, 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 Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee. (e) Each Guarantor hereby agrees that any Guarantor that makes a payment on the obligations under the Guarantees shall be entitled, upon payment in full of all obligations under the Guarantees, to 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. The provisions of this Section 10.01(e) shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders, and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium on, if any, and interest on the Securities of such series 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 premiumof, premium on, if any, and interest on the Securities of such series, if anyNotes, 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium on, if any, and interest on the Securities of such series 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 premiumof, premium on, if any, and interest on the Securities of such series, if anyNotes, 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 covenants that this Security Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Subsidiary 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 hereof6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Subsidiary Guarantee. The Guarantors shall 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 Security Subsidiary Guarantee.

Guarantee. Subject In order to this Article 11, each of induce the Guarantors hereby, jointly and severally, unconditionally guarantees Lenders to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and extend credit to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureBorrowing Subsidiaries hereunder, the Securities of such series or Company hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the obligations of the Company hereunder or thereunderdue and punctual payment and performance, that: (a) the principal of, premium, if any, when and interest on the Securities of such series will be promptly paid in full when as due, whether at maturity, by acceleration, redemption upon one or more dates set for prepayment or otherwise, of the Guaranteed Obligations. The Company further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it and interest on that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligations. The Company waives presentment to, demand of payment from and protest to the overdue principal Borrowing Subsidiaries of any of the Guaranteed Obligations, and premiumalso waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of any Lender to assert any claim or demand or to enforce any right or remedy against the Borrowing Subsidiaries under the provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any guarantee or any other agreement; (c) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any Lender’s rights with respect thereto; or (d) the failure of any Lender to exercise any right or remedy against any other guarantor of the Guaranteed Obligations. The Company hereby agrees that any payments in respect of the Guaranteed Obligations pursuant to this Article VII will be paid to the Administrative Agent without setoff or counterclaim, in Dollars (in the case of Guaranteed Obligations arising under this Agreement) or, at the option of the relevant Local Currency Lender(s), in Dollars or in the relevant Local Currency (in the case of Guaranteed Obligations arising under any Local Currency Facility), at (a) the office of the Administrative Agent specified in Section 2.19(a) (in the case of Guaranteed Obligations arising under this Agreement) or (b) at the office specified for payments under the relevant Local Currency Addendum or such other office as shall have been specified by the relevant Local Currency Lender(s) in each case to the extent permitted by applicable law (in the case of Guaranteed Obligations arising under any Local Currency Addendum). The Company further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any security, if any, and interest held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on its books, in favor of the Securities of such series, if any, if lawful, and all Borrowing Subsidiaries or any other person. The obligations of the Company hereunder shall not be subject to the Holders any reduction, limitation, impairment or the Trustee hereunder termination for any reason, including any claim of waiver, release, surrender, alteration or thereunder will compromise, and shall not be promptly paid in full subject to any defense or performedsetoff, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment counterclaim, recoupment or renewal of any Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms termination whatsoever by reason of the extension invalidity, illegality or renewal, whether at stated maturity, by acceleration unenforceability of the Guaranteed Obligations or otherwise. Failing payment when due Without limiting the generality of any amount so guaranteed or any performance so guaranteed for whatever reasonthe foregoing, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Guarantee Company hereunder shall not be discharged except or impaired or otherwise affected by complete the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, wilful or otherwise, in the performance of the obligations contained in the Securities of such series and this Indenture. If any Holder Guaranteed Obligations, or the Trustee is required by any court other act or otherwise omission which may or might in any manner or to return to any extent vary the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either risk of the Company or otherwise operate as a discharge of the GuarantorsCompany as a matter of law or equity. To the extent permitted by applicable law, the Company waives any amount paid by either defense based on or arising out of any defense available to the Trustee Borrowing Subsidiaries, including any defense based on or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect arising out of any obligations guaranteed hereby until disability of the Borrowing Subsidiaries, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowing Subsidiaries, other than final payment in full of all obligations guaranteed herebythe Guaranteed Obligations. Each Guarantor The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, or exercise any other right or remedy available to them against the Borrowing Subsidiaries, or any security without affecting or impairing in any way the liability of the Company hereunder except to the extent the Guaranteed Obligations have been fully and finally paid. The Company waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Company against the Borrowing Subsidiaries or any security. The Company further agrees thatthat its guarantee shall continue to be effective or be reinstated, as between the Guarantorscase 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 Lender upon the one handbankruptcy or reorganization of any Borrowing Subsidiary or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay or cause to be paid to the Administrative Agent or such Lender in cash the amount of such unpaid Guaranteed Obligation. Until the termination of this Agreement and the commitments hereunder, and the Holders repayment in full of all amounts due under this Agreement, the Company hereby irrevocably waives and the Trusteereleases any and all rights of subrogation, on the other handindemnification, (x) the maturity of the obligations guaranteed hereby reimbursement and similar rights which it may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction have against or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyBorrowing Subsidiaries at any time relating to the Guaranteed Obligations, and (y) including all rights that would result in its being deemed a “creditor” of the event Borrowing Subsidiaries under the United States Code as now in effect or hereafter amended, or any comparable provision of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guaranteesuccessor statute.

Guarantee. Subject to this Article 1110, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, unconditionally guarantees irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations Obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will under the Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the All payments under each Guarantee will be made in dollars. The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer or the Co-Issuer, 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 payment in full of all of the Obligations of the Issuers hereunder or under the Notes). Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer or the Co-Issuer, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant covenants that this Security Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Securities of such series Notes and this Indenture or by release in accordance with the provisions of this 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, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, then any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeGuarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to 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. Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or the Co-Issuer for liquidation, reorganization, should the Issuer or the Co-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 or the Co-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 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 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 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, if any. 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 For value received, Platinum Underwriters Holdings, Ltd., a corporation organized under the laws of Bermuda (herein called the "Guarantor", which term includes any successor under the Indenture referred to in the Note upon which this Article 11Guarantee is endorsed), each hereby absolutely, fully and unconditionally and irrevocably guarantees to the Holder of the Guarantors herebyNote upon which this Guarantee is endorsed, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities on behalf of such series or the obligations of the Company hereunder or thereunderHolder, that: (a) the due and punctual payment of the principal of, premiumof and interest (and, if anyapplicable, and interest the Redemption Price) on the Securities of such series will be promptly paid in full when dueNote, whether at maturity, the Stated Maturity or by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and premium, if any, and interest on the Securities of such seriesNote, if any, if lawful, and (c) the due and punctual payment of any and all other obligations of the Company payments due to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedHolder, all in accordance with the terms hereof of such Note and thereof; and (b) in of the Indenture. In case of any extension of time of payment or renewal of any Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms failure of the extension Company punctually to make any such payment of principal, premium, if any, or renewalinterest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity or by declaration of 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 shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is its obligations hereunder are a guarantee guaranty of payment and not a guarantee guaranty of collection. Subject to this Article 11, the Guarantors hereby, jointly collection or performance and severally, agree that their obligations hereunder shall be unconditionalunconditional and absolute, irrespective of the validity, regularity or enforceability of such Note or the Securities Indenture or any limitation of a series the Company thereunder or this Indentureany limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Note or by the Securities of such series Trustee with respect to any provisions hereof thereof or thereofof the Indenture, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefits of division and discussion, 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, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Security Guarantee shall will not be discharged except by complete performance of the obligations contained in such Note and in this Guarantee. Without limiting the Securities generality of the foregoing, the Guarantor hereby agrees that the obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or transfer in whole or in part of the Note whether or not made without notice to or the consent of the Guarantor and 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, including, but not limited to, setoff, counterclaim, recoupment or termination whatsoever, and that such obligations shall not be released, affected or impaired regardless of whether or not any Holder, including the Holder of the Note, or anyone on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such amount, either pursuant to the provisions of the Indenture or the Note or at law or in equity, and regardless of any other condition or contingency, or by reason of the invalidity, illegality or unenforceability of the Note or the Indenture or otherwise and that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of such series and this Indenture. If Note to assert any Holder claim or demand or to enforce any remedy under the Trustee is required Indenture or such Note, any other guarantee or any other agreement, by any court waiver, amendment, indulgence or otherwise to return to modification (whether material or otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the Companyperformance of any obligations under the Indenture, the Guarantors Note or any custodianthis Guarantee, trusteeor by the voluntary or involuntary liquidation, liquidator sale or other similar official acting in relation to either disposition of all or substantially all of the assets of the Company or the GuarantorsGuarantor, or any amount paid receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its assets, or the release of any property from the lien and security interest created by either the Indenture or the Note or of any other security for the Note, or the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Indenture or the Note by operation of law, or the merger or consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to the Trustee foregoing, or by any other act or omission that may or might in any manner or to any extent vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge of a surety or guarantor as a matter of law or equity (other than the performance of the obligations contained in such Holder, Note and in this Security Guarantee, ). The Holder of the Note upon which this Guarantee is endorsed is entitled to the extent theretofore dischargedfurther benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of and interest, or any such other payments, on the Note upon which this Guarantee is endorsed. This Guarantee shall be reinstated governed by and construed in full force and effectaccordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. Each Guarantor agrees that it All terms used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Guarantee shall not be entitled to valid or obligatory for any right purpose until the certificate 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, authentication 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 Note upon which this Security 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) Guarantee is endorsed shall forthwith become due and payable have been executed by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders Trustee under the Security GuaranteeIndenture by the manual signature of one of its authorized officers.

Guarantee. (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the Security Documents or the obligations of the Company Partnership hereunder or thereunder, that: : (a1) the principal of, premiumand premium or interest, if any, and interest on on, the Securities of such series 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 premiumof, or premium or interest, if any, and interest on on, the Securities of such series, if anyNotes, if lawful, and all other obligations of the Company Partnership to the Holders Holders, the Collateral Trustee or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 that this Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either any of them to the Trustee or such Holder, this Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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 Holders, the Collateral Trustee and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. Subject to this Article 11(a) Each Guarantor hereby absolutely, each of the Guarantors herebyunconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated primary obligor and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenturenot merely as surety, the Securities of such series or full and punctual payment when due and in the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when currency due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest on at the overdue principal contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding), fees and premium, if any, and interest on costs of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Securities Bankruptcy Code shall have stayed the accrual or collection of such series, if any, if lawful, and all other obligations any of the Company to the Holders Obligations or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof operated as a discharge thereof) and thereof; and not of collection. (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that this is a guarantee of that, if any payment and not a guarantee of collection. Subject to this Article 11, made by the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Borrower or any other circumstance which might otherwise constitute a legal Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture. If any Holder or the Trustee is required by any court preferential or otherwise required to return to the Companybe refunded or repaid, 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 Security Guaranteethen, to the extent theretofore dischargedof such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect. Each Guarantor agrees that it , and such prior cancellation or surrender shall not be entitled to any right of subrogation in relation to diminish, release, discharge, impair or otherwise affect the Holders in respect obligations of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each such 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 Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the amount of such payment. (c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VIII hereof. (d) As used herein, the term “Obligations” means all obligations guaranteed herebyof the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, (ii) all reimbursement obligations (including payments in respect of reimbursement of disbursements and interest thereon) with respect to the Total LC Exposure and all obligations of the Borrower under any Loan Document to provide cash collateral for LC Exposure, and (yiii) in all other outstanding liabilities, obligations and indebtedness owing by the event Borrower to the Administrative Agent, any Lender, any Issuing Bank or any other Indemnitee arising under the Credit Agreement or any other Loan Document, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any declaration of acceleration of such obligations as provided in Article 6 hereofdraft drawn thereunder, such obligations loan, guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not due and payable) shall forthwith become due and payable evidenced by the Guarantors any note, guarantee or other instrument for the purpose payment of this Security Guarantee. The Guarantors shall have money (including any such liabilities, obligations and indebtedness incurred after the right to seek contribution from commencement of any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders proceeding under the Security GuaranteeBankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

Guarantee. (a) Subject to this Article 1113, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, premium and interest on (including, without limitation, all interest that accrues after the Securities commencement of any proceeding or following any event described in Section 8.1(a)(8) hereof, whether or not the payment of such series interest is unenforceable or is not allowable due to the existence of such proceeding or following such event), 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 Securities of such seriesNotes, if any, if lawful, all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under Notes or the Indenture and all other obligations of the Company to the Holders or the Trustee hereunder hereunder, or thereunder under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Issuer to the Holders or Holders, the Trustee or any Agent hereunder or thereunder will under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the any Subsidiary Guarantors shall be jointly and severally obligated to pay or perform the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the . (b) The Subsidiary Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 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 Security Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. , or pursuant to Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. (d) 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 Security any Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (e) Each Subsidiary Guarantor agrees that it 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 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, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security any 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 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Security Note Guarantee. (f) Each Note 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 the 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. (g) 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. (h) Each payment to be made by any Subsidiary Guarantor in respect of a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, the economic consequences resulting from the performance of their respective obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor (a “Funding Guarantor”) under its Note Guarantee such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under their respective Note Guarantees in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its Note Guarantee that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance or financial assistance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or foreign law; provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 10.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its Note Guarantee (including in respect of this Section 10.01), minus (2) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The Guarantors amounts payable as contributions hereunder shall have the right to seek contribution from any non-paying Guarantor so long be determined as the exercise of such right does not impair the rights of the Holders date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Contributing Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 10.01(i). For the avoidance of doubt, nothing in this Section 10.01(i) shall limit or impair, by implication or otherwise, any Subsidiary Guarantor’s obligations under the Security its Note Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Special Interest, if any, and interest on on, the Securities of such series 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 Securities of such seriesNotes, 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. Subject to this Article 11I, each of Fossil (UK) Global Services Ltd. (the Guarantors hereby“Guarantor”) hereby irrevocably and unconditionally guarantees, jointly and severallyon a senior unsecured basis, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, this Supplemental Indenture, the Securities of such series Notes or the obligations Obligations of the Company hereunder or thereunder, that: that (a) the principal of, of and interest and premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will thereunder, including for expenses, indemnification or otherwise, shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series Notes or any of such other obligationsObligations, 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 otherwiseotherwise (all of the foregoing being hereinafter collectively called the “Guarantor Obligations”). Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Guarantor shall be jointly and severally obligated to pay the same immediatelypromptly. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree The Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes, the Indenture or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all of the Obligations of the Company hereunder and under the Notes). Each The Guarantor hereby waives waives, to the fullest extent permitted by law, 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 Security Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Securities of such series Notes and this Indenture or by release in accordance with the provisions of this Indenture. The 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 1.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Company or the GuarantorsGuarantor, then any amount paid by either to the Trustee or such Holder, then this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 The 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 V of this Supplemental Indenture for the purposes of this Security 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 hereofV of this Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Security Guarantee. The Guarantors Guarantor shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee. Until released in accordance with Section 1.04, the Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should any of the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment 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 Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment 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 setoff, counter-claim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will under the Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder or under the Notes). Each Guarantor hereby waives waives, to the fullest extent permitted by 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 covenants that this Security Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Securities of such series Notes and this Indenture or by release in accordance with the provisions of this 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, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, then any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeGuarantees. Until terminated in accordance with Section 10.06, 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 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 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 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, if any. 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. (a) Subject to this Article 11Ten, each of the Guarantors hereby, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such seriesNotes, 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 the Notes or thereunder this Indenture will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject . (b) The Guarantors hereby agree that, to this Article 11the maximum extent permitted under applicable law, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Subject to Section 6.06, 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 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 Holder, this Security Guaranteethe Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee 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 Six for the purposes of this Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest interest, if any, on the Securities of such series 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 Securities of such series, 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this . (b) Other than as provided for in Article 118 and Article 10 hereof, the Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Guarantee shall will not be discharged except pursuant to Article 8 or Article 10 or by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall 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 Security Guarantee.

Guarantee. (a) Subject to this Article 119, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations Obligations of the Company hereunder or thereunder, that: : (ai) the principal of, premium, if any, interest and interest on Additional Interest, if any, on, the Securities of such series will Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and of, premium, if any, interest, and interest Additional Interest, if any, on the Securities of such seriesNotes, 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 and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 If the Company fails to make payments when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations Obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each To the extent permitted by applicable law, 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 Security Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it 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, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof 5 of the Base Indenture (as amended hereby) for the purposes of this Security Note 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 hereof5 of the Base Indenture (as amended hereby), such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Note Guarantee.

Guarantee. (a) Subject to this Article 11Ten, each of the Guarantors hereby, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such seriesNotes, 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 or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject . (b) The Guarantors hereby agree that, to this Article 11the maximum extent permitted under applicable law, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Subject to Section 6.06, 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 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 Holder, this Security Guaranteethe Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee 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 Six for the purposes of this Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article 1110, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities Notes of such each series or the obligations of the Company Partnership hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, and interest on the Securities Notes of such each series 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 and premium, if any, and interest on the Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Partnership to the Holders or the Trustee hereunder or thereunder will under such Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Securities Notes of such any series 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 otherwiseotherwise collectively, the “Guaranteed Obligations”. Failing payment by the Partnership when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors 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. Subject to this Article 11, the . (b) The Subsidiary Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes of a each series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 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 CompanyPartnership, any right to require a proceeding first against the CompanyPartnership, protest, notice and all demands whatsoever and covenant covenants that this Security Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities Notes of such each series and this Indenture. , or pursuant to Section 10.06. (c) Each of the Subsidiary Guarantors also agrees, jointly and severally, 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 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyPartnership, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Partnership or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Security Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (e) Each Subsidiary Guarantor agrees that it 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Security Note Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeNote Guarantees. (f) Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Partnership for liquidation or reorganization, should the Partnership 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 Partnership’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 of any series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes or the 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, such Notes Guarantee 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. (g) 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. (h) Each payment to be made by a Subsidiary Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) The Notes of each series initially shall not be entitled to the benefits of any Notes Guarantee of any Subsidiary Guarantor contemplated by this Article 10. After the Issue Date, any Subsidiary Guarantors will provide a Note Guarantee in accordance with Section 4.10.

Guarantee. Subject to this Article 11, each 10.1 In consideration of the Guarantors herebyPurchaser making the Offer, jointly the Guarantor irrevocably and severally, unconditionally guarantees to each Holder the Purchaser punctual performance by the Seller of Securities all of a particular series the Seller’s obligations pursuant to this letter and undertakes to the Purchaser that: (a) whenever the Seller does not pay any amount when due pursuant to or in connection with this letter, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (b) whenever the Seller fails to which perform any other obligations pursuant to this letter, the Guarantor shall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction of) that obligation; and (c) agrees as principal debtor and primary obligor to indemnify the Purchaser against all losses and damages sustained by it flowing from any non-payment or default of any kind by the Seller under or pursuant to this letter, so that the same benefits are conferred on the Purchaser as it would have received if such obligation had been performed and satisfied by the Seller. 10.2 This guarantee is a Guarantor authenticated continuing guarantee and delivered will extend to the ultimate balance of sums payable by the Trustee and Seller pursuant to this letter, regardless of any intermediate payment or discharge in whole or in part. 10.3 Save to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or extent provided in paragraph 10.4 the obligations of the Company hereunder Guarantor will not be discharged or thereunder, that: affected by: (a) the principal ofany time, premium, if any, and interest on the Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption waiver or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such series, if any, if lawful, and all other obligations of the Company consent granted to the Holders Seller or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and any other person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller pursuant to this letter; (c) the insolvency (or similar proceedings) of the Seller, any incapacity or lack of power, authority or legal personality of the Seller or change in case control, ownership or status of the Seller; (d) any unenforceability or invalidity of any extension of time of payment or renewal of any Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms obligation of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due Seller; or (e) any amendment to this letter. 10.4 For the avoidance of any amount so guaranteed or any performance so guaranteed for whatever reasondoubt, the Guarantors Guarantor shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that have no liability under this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders paragraph 10 in respect of any obligations guaranteed hereby until payment liability of the Seller pursuant to this letter to the extent that such liability is amended or varied in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handaccordance with paragraph 11.1, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guarantor’s obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of under this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration paragraph 10 in respect of the obligations guaranteed herebysuch obligation or liability as it subsists following such amendment, and (y) in the event of any declaration of acceleration of variation or waiver shall be determined by reference to such obligations obligation as provided in Article 6 hereofso amended or varied, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights taking account of the Holders under the Security Guaranteeextent to which such obligation or liability has been so waived.

Guarantee. Subject to this Article 11Thirteen, each of the Guarantors herebyhereby agrees, jointly and severally, to unconditionally guarantees guarantee to each Holder of Securities of a particular series as to which it is a Guarantor Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premiumand interest, if any, and interest on on, the Securities of such series will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption redemption, purchase or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such series, if any, if lawful, and (b) all other obligations of the Company to the Holders or the Trustee hereunder or thereunder under the Indenture and the Securities will be promptly paid fully and punctually performed within the grace period set forth in full or performedSection 6.01(c), all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 otherwiseif applicable. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this 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 Security Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Securities 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 Six for the purposes of this Security 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 hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this Security Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Subsidiary Guarantee.

Guarantee. (a) Subject to the other provisions of this Article 11Ten, each of the Guarantors hereby, jointly and severally, unconditionally Guarantor hereby guarantees to each Holder of a Guaranteed Series of Securities of a particular series as to (which it is a Guarantor Security has been authenticated and delivered by the Trustee Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities Guaranteed Series of such series Securities, or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, of and premium, if any, and interest on the Guaranteed Series of Securities of such series will be promptly paid in full when due, whether at maturityMaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities Guaranteed Series of such seriesSecurities, if any, if lawful, and all other obligations of the Company Issuer to the Holders of Guaranteed Series of Securities, or the Trustee hereunder or thereunder thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Guaranteed Series of Securities of such series 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 maturityMaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall Guarantor will be jointly and severally obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11. (b) To the extent permissible under applicable law, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be of the Guarantor under the Guaranteed Series of Securities are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Series of Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Series of Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each To the extent permitted by applicable law, the 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 Security Guarantee shall the Guaranteed Series of Securities will not be discharged except by complete performance of the obligations contained in the Guaranteed Series of Securities of such series and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Company Issuer or the GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Security Guaranteethe Guaranteed Series of Securities, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) The Guarantor agrees that it shall 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 The Guarantor further agrees that, to the extent permitted by applicable law, as between the GuarantorsGuarantor, on the one hand, and the Holders of Guaranteed Series of Securities 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 Security Guaranteethe Guaranteed Series of Securities, 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 (regardless of whether or not due and payable) shall will forthwith become due and payable by the Guarantors Guarantor for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guaranteed Series of such right does not impair the rights of the Holders under the Security GuaranteeSecurities.

Guarantee. (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee Trustees and to the Trustee Trustees and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes, the Collateral Agreements or the obligations Obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, and interest on on, the Securities of such series 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee Trustees and the Collateral Agent hereunder or thereunder or under any Collateral Agreement will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Securities of such series Notes or any of such other obligationsObligations, 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations Obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes, any Collateral Agreement or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder Holder, the Collateral Agent or the a 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 to either to the Trustee Trustee, the Collateral Agent or such Holder, this Security the Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will 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 Holders, the Collateral Agent and the Trustee, on the other hand, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y2) 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) shall will forthwith become due and payable by the Guarantors for the purpose of this Security the Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. Subject to this Article 11(a) Each Guarantor hereby absolutely, each of the Guarantors herebyunconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated primary obligor and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenturenot merely as surety, the Securities of such series or full and punctual payment when due and in the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when currency due, whether at maturitystated maturity or earlier, by reason of acceleration, redemption mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest on at the overdue principal contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding), fees and premium, if any, and interest on costs of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Securities Bankruptcy Code shall have stayed the accrual or collection of such series, if any, if lawful, and all other obligations any of the Company to the Holders Obligations or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof operated as a discharge thereof) and thereof; and not of collection. (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor further agrees that this is a guarantee of that, if any payment and not a guarantee of collection. Subject to this Article 11, made by the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Borrower or any other circumstance which might otherwise constitute a legal Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture. If any Holder or the Trustee is required by any court preferential or otherwise required to return to the Companybe refunded or repaid, 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 Security Guaranteethen, to the extent theretofore dischargedof such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be reinstated in full force and effect. Each Guarantor agrees that it , and such prior cancellation or surrender shall not be entitled to any right of subrogation in relation to diminish, release, discharge, impair or otherwise affect the Holders in respect obligations of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each such 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 Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, amount of such payment. (c) In furtherance of the foregoing and (y) not in the event limitation of any declaration other right that any Guarantied Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of acceleration the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such obligations unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article 6 VIII hereof. (d) As used herein, the term “Obligations” means all obligations of the Loan Parties to pay (i) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document and (ii) all other outstanding liabilities, obligations and indebtedness owing by the Borrower to the Administrative Agent, any Lender or any other Indemnitee arising under the Credit Agreement or any other Loan Document, of every type and description (whether by reason of an extension of credit, loan, guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not due and payable) shall forthwith become due and payable evidenced by the Guarantors any note, guarantee or other instrument for the purpose payment of this Security Guarantee. The Guarantors shall have money (including any such liabilities, obligations and indebtedness incurred after the right to seek contribution from commencement of any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders proceeding under the Security GuaranteeBankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

Guarantee. (a) Subject to the provisions of this Article 118, each of the Guarantors hereby, solidarily (jointly and severally), unconditionally and irrevocably guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee Trustees and to the Trustee Trustees and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (ai) the principal of, interest and premium, if any, and interest on the Securities of such series will Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and that interest on the overdue principal of and of, premium, if any, on, and interest on the Securities of such seriesoverdue interest, if any, any and if lawful, on the Notes, and that all other obligations of the Company Issuer to the Holders or the Trustee Trustees hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time for payment of payment or renewal of any Securities of such series Notes or any of such other obligationsobligations described in paragraph (i) above, that same will shall 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. (the obligations described in clauses (i) and (ii) of this Section 8.1(a) being collectively referred to as the “Guaranteed Obligations”) Failing payment when due by the Issuer of any amount so guaranteed under the Guaranteed Obligations or failing performance by the Issuer of any performance so guaranteed Guaranteed Obligation, for whatever reason, the Guarantors shall be solidarily (jointly and severally severally) obligated to pay and perform the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditionalare unconditional and irrevocable and, irrespective without limiting the generality of the validityforegoing, regularity shall not be released, discharged, limited or otherwise affected by (and each Guarantor hereby waives, to the fullest extent permitted by applicable law): (i) any modification, amendment or supplement to the Guaranteed Obligations, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder, or to the covenants set forth in this Indenture; (ii) the existence of any claim, set-off or other rights which any Guarantor may have at any time against the Issuer, the Trustees or the Holders or any other Person, whether in connection herewith or any unrelated transactions; (iii) any change in the financial condition of any Guarantor, the Issuer or any other Person (including insolvency and bankruptcy); (iv) any release, substitution or addition of any cosigner, endorser or other guarantor of the Guaranteed Obligations; (v) any event, whether or not attributable to the Trustees or the Holders, that may be considered to have caused or accelerated the bankruptcy or insolvency of the Issuer or any other Person, or to have resulted in the initiation of any such proceedings; (vi) any defence arising by reason of the invalidity, illegality or lack of enforceability of the Securities of a series Guaranteed Obligations or this Indenture, the absence any part thereof or of any action to enforce the samesecurity or guarantee, or by reason of any waiver incapacity, lack of authority, or consent by any Holder other defence of the Securities Issuer or any other Person, or by reason of such series any limitation, postponement, prohibition, subordination or other restriction on the Trustees’ or the Holders’ right to payment of the Guaranteed Obligations or any part thereof, or by reason of the termination, invalidity, unenforceability or of the cessation from any cause whatsoever of the liability of the Issuer or the Guarantors or any other Person with respect to all or any provisions hereof part of the Guaranteed Obligations except as a result of the payment by the Issuer or thereofthe Guarantors to the Trustees in full of the Guaranteed Obligations including all interest and expenses as provided for herein, or by reason of any act or omission of the Trustees or others, whether occasioned by their own fault or otherwise, which directly or indirectly results in the discharge or release of the Issuer or any other Person or all or any part of the Guaranteed Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (vii) any defence arising by reason of any failure by the Trustees or the Holders to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Issuer or any other Person, or by reason of any interest of the Trustees or the Holders in any Property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Trustees or the Holders of any right to recourse or collateral; or (viii) any other act or omission to act or delay of any kind by any of the Issuer, the recovery of Trustees, the Holders or any judgment against the Company, any action to enforce the same other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise might, but for the provisions of this Article 8, constitute a legal or equitable discharge discharge, limitation 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 reduction of the CompanyGuarantors’ obligations hereunder (other than the payment or extinguishment in full of all of the Guaranteed Obligations). To the extent permitted by applicable law, the foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect of any action (or failure to take action) by the Trustees or the Holders is to destroy or diminish any Guarantor’s subrogation rights, any Guarantor’s right to require a proceeding first proceed against the CompanyIssuer for reimbursement, protest, notice and all demands whatsoever and covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture. any Guarantor’s right to recover contribution or indemnity from any other guarantor or any other right or remedy. (c) If any Holder or the Trustee is Trustees are required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, any amount paid by either to the Trustee Trustees or such Holder, this Security the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it 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 (other than contingent obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeTrustees, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyacceleration, and (yii) 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security the Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Note Guarantee.

Guarantee. Subject to this Article 1110, each of the Guarantors Guarantors, and from and after the consummation of the Transactions and upon the execution and delivery of the Completion Date Supplemental Indenture or any other supplemental indenture to this Indenture, each Guarantor to be added under this Indenture on or after the Completion Date that shall execute the Completion Date Supplemental Indenture or any other supplemental indenture, hereby, jointly and severallyseverally irrevocably and unconditionally guarantees, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Notes Collateral Agent and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series 152 Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, premium, if anyinterest, and interest premium on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations of the Company Issuers to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent 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 Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series Notes with respect to or any amendment of 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 Company, protest, notice and all demands whatsoever and covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.to

Guarantee. (a) Subject to this Article 11Nine, each of the Guarantors hereby, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such seriesNotes, 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 or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject . (b) The Guarantors hereby agree that, to this Article 11the maximum extent permitted under applicable law, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Subject to Section 6.06, 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Supplemental Indenture. . (c) 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 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 Holder, this Security Guaranteethe Guarantee hereunder of any Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee 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 Six for the purposes of this Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Each Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based on the adjusted net assets of each Guarantor determined at the time of payment in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee. (e) The obligations of each Guarantor under its Guarantee pursuant to this Article Nine shall rank equally in right of payment with other existing and future senior Indebtedness of such Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Liquidated Damages, if any, and interest on the Securities of such series 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 Securities of such seriesNotes, 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) 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 Security Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Subsidiary 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Subsidiary Guarantee. The Guarantors shall 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 Security Subsidiary Guarantee.

Guarantee. Subject to the terms of this Article 11Article, each of the Guarantors hereby, jointly Guarantor hereby unconditionally and severally, unconditionally irrevocably guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenturesuch Holder, the Securities due and punctual payment of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series 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 (including any Additional Interest), if any, on the Securities of such seriesseries when and as the same shall become due and payable, if anywhether at the Stated Maturity, if lawfulby declaration of acceleration, and all other obligations of the Company to the Holders call for redemption, or the Trustee hereunder or thereunder will be promptly paid in full or performedotherwise, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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, regardless of any defense, right of set-off or counterclaim that the extension or renewalGuarantor may have (except the defense of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity or by declaration of acceleration, by acceleration call for redemption or otherwise, and as if such payment were made by the Company. Failing The Guarantor's obligation to make a guarantee payment when due may be satisfied by direct payment of any amount so guaranteed the required amounts by the Guarantor to the Holder of the Security or any performance so guaranteed for whatever reasonto a Paying Agent, or by causing the Guarantors shall be jointly and severally obligated Company to pay the same immediatelysuch amount to such Holder or a Paying Agent. Each The Guarantor hereby agrees that this is a guarantee of its payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditionalabsolute and unconditional irrespective of, irrespective and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities of a series such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of such Security or this Indenture, or any waiver waiver, modification or consent indulgence granted to the Company with respect thereto (except that the Guarantor will have the benefit of any waiver, modification or indulgence granted to the Company in accordance with this Indenture), by any the Holder of such Security or the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Trustee or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon (including any Additional Interest), or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight of this Indenture. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Security Guarantee shall will not be discharged in respect of any Security except by complete performance of the payment obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest (including Additional Interest), if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven of this Indenture to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such series and Securities pursuant to the provisions of its Guarantee or this Indenture. If any Holder or ; provided, however, that 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatprincipal of, as between the Guarantorsand premium, if any, and interest, if any, 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 Security 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) shall forthwith become all Securities issued hereunder which then are due and payable shall have been paid in full. This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Guarantors Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the purpose benefit of this Security Guarantee. The Guarantors shall have creditors or a receiver or trustee being appointed for all or any significant part of the right Company's property and assets, and shall, to seek contribution from any non-paying Guarantor so long the fullest extent permitted by law, continue to be effective or reinstated, as the exercise case may be, if at any time payment of any Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such right does Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not impair been made. In the rights of event that any such payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the Holders under the Security Guaranteefullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantee. Subject to this Article 11IX, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premiuminterest, if any, Additional Interest and interest premium on the Securities of such series will Notes shall 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 Securities of such seriesNotes, 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 Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and the 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 IndentureSection 9.01. 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 5 of the Base Indenture hereof for the purposes of this Security 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 hereof5 of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeGuarantees. Each Guarantee shall remain in full force and effect and continue to be effective in any insolvency proceeding affecting the Company, 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 thereof, 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. (a) Subject to this Article 11XII, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: : (ai) the principal principal, the Repurchase Price, the Fundamental Change Repurchase Price and the Optional Redemption Price of, premiumand the Redemption Premium, any Make-Whole Premium (only to the extent not otherwise satisfied by the Company in other than cash in accordance with the applicable Company Notice), Liquidated Damages, if any, and interest on on, the Securities of such series will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such seriesSecurities, if any, if lawful, and all other cash payment 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 and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject No Guarantor shall have any obligation to this guarantee the Company's performance of its obligations under Article 11, the XIII. (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture. Indenture (other than the Company's obligations pursuant to Article XIII); (c) 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 Security Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall will not be entitled to exercise 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VIII hereof for the purposes of this Security Subsidiary 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 VIII hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Subsidiary Guarantee. The Guarantors shall 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 Security Subsidiary Guarantee.

Guarantee. (a) Subject to this Article 11, each of the Guarantors hereby, jointly Guarantor(s) hereby (and severallysubject in all cases to the guarantee limitations set forth in Section 11.02), unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee hereunder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (ai) the principal of, premiumpremium on, if any, interest and interest on Additional Amounts, if any, on, the Securities of such series 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 premiumof, premium on, if any, interest and interest on the Securities of such seriesAdditional Amounts, if any, on, the Notes, 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 and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall Guarantor(s) will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees The Guarantor(s) agree that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, . (b) The Guarantor(s) hereby agree that their obligations hereunder shall be is unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 defence of a guarantor. Each Guarantor The Guarantor(s) 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 that this Security Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors Guarantor(s) or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the GuarantorsGuarantor(s), any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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(s), 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 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors Guarantor(s) for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Guarantee. (a) Subject to this Article 11, each of the Parent and the Subsidiary Guarantors hereby, jointly and severally, irrevocably, fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, and interest on the Securities of such series will Notes shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such seriesNotes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 otherwiseotherwise (the obligations so guaranteed, collectively, the “Guaranteed Obligations”). Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Parent and the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each of the Parent and Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, . (b) The Parent and the Subsidiary Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Parent and each Subsidiary Guarantor hereby waives waive 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. If any Holder , or the Trustee is required by any court or otherwise pursuant 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeSection 11.06.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, Indenture or the Securities Notes as against either of such series the Issuers or the obligations of the Company Issuers hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest and Additional Interest, if any, on the Securities of such series 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 premiumof, premium on, if any, and interest on the Securities of such seriesand Additional Interest, if any, on, the Notes, if 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 and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this IndentureIndenture as against either of the Issuers, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 either of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, trustee, 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 Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors Guarantors, if any, hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee or the Authentication Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (ai) the principal of, Additional Amounts and premium, if any, and interest on on, the Securities of such series 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, Additional Amounts and premium, if any, and interest on the Securities of such series, if any, if lawful, Notes (to the extent permitted by law) 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 and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree . (b) Each Guarantor hereby agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 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 Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to or for the Companybenefit of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee or such Holder, this Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, , (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. (a) Subject to this Article 11‎Article 13, each of the Guarantors hereby, jointly Guarantor fully and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or Notes held thereby and the obligations of the Company hereunder or and thereunder, that: (ai) the principal of, premium, if any, of and interest on the Securities of such series Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe Maturity Date, by acceleration, redemption upon redemption, upon repurchase or otherwise, and interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on the Securities of such series, if any, if lawfulNotes will be promptly paid and/or delivered in full when due upon exchange, and all other payment obligations of the Company to the Holders or the Trustee (acting in any capacity hereunder) hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof, including, without limitation, the Company’s obligation to pay cash consideration due upon exchange and procure or cause the delivery of Ordinary Shares issuable upon exchange of the Notes, in each case, in accordance with this Indenture upon exercise of a Holder’s exchange right, on a senior unsecured basis; and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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, subject to any applicable grace period, whether at stated maturitythe Maturity Date, by acceleration acceleration, upon redemption, upon repurchase or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall Guarantor will be jointly and severally obligated to pay the same immediately. Each An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantee, and shall entitle the Holders to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each The Guarantor further, to the extent permitted by law, 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 Security the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. , or pursuant to ‎Section 13.03. (c) The 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. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantor, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or the GuarantorsGuarantor, any amount paid by either the Company or the Guarantor to the Trustee or such Holder, this Security Guarantee, the Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 . (e) The Guarantor further agrees that, as between the GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article ‎Article 6 hereof of this Indenture for the purposes of this Security the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in Article ‎Article 6 hereofof this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Security the Guarantee. . (f) The Guarantors Guarantee shall have remain in full force and effect and continue to be effective should any petition be filed by or against the right Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to seek contribution from any non-paying Guarantor so long 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 Security Notes or the Guarantee, 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. (g) In case any provision of the 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. (h) Each payment to be made by the Guarantor in respect of the Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantee with respect to a Note is not exchangeable and shall automatically terminate when such Note is exchanged in accordance with this Indenture.

Guarantee. Subject to this Article 11The Guarantor hereby absolutely, each of the Guarantors hereby, jointly fully and severally, unconditionally and irrevocably guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assignson behalf of each such Holder, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the due and punctual payment of the principal of, premium, if any, and interest interest, if any, on each such Security and the Securities due and punctual payment of any sinking fund payments provided for pursuant to the terms of such series will be promptly paid in full Security when dueand as the same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and premium, if any, and interest on the Securities of each such seriesSecurity, if any, if lawful, and (c) the due and punctual payment of any and all other obligations of the Company payments due to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, Holder of each such Security all in accordance with the terms hereof of such Security and thereof; and (b) in of this Indenture. In case of any extension of time of payment or renewal of any Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms failure of the extension Company punctually to make any such payment of principal (or renewalpremium, if any) or interest, if any, or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity or by declaration of 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 shall be jointly and severally obligated to pay the same immediately. Each The Guarantor hereby agrees that this is its obligations hereunder are a guarantee guaranty of payment and not a guarantee guaranty of collection. Subject to this Article 11, the Guarantors hereby, jointly collection or performance and severally, agree that their obligations hereunder shall be unconditionalunconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities of a series such Security or this IndentureIndenture or any limitation of the Company thereunder or any limitations on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Securities of such series Trustee with respect to any provisions hereof thereof or thereofof this Indenture, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefits of division and discussion, 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, protest or notice with respect of such Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Security and all demands whatsoever whatsoever, and covenant covenants that this Security Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities and in the Guarantees. Without limiting the generality of the foregoing, the Guarantor hereby agrees that the obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or transfer in whole or in part of such series Security whether or not made without notice to or the consent of the Guarantor and this Indenture. If 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, including, but not limited to, setoff, counterclaim, recoupment or termination whatsoever, and that such obligations shall not be released, affected or impaired regardless of whether or not any Holder or such Security, or anyone on behalf of any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such -61- amount, either pursuant to the provisions of this Indenture or such Security or at law or in equity, and regardless of any other condition or contingency, or by reason of the invalidity, illegality or unenforceability of such Security or this Indenture or otherwise and that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of such Security to assert any claim or demand or to enforce any remedy under this Indenture or such Security, any other guarantee or any other agreement, by any waiver, amendment, indulgence or modification (whether material or otherwise) of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of any obligations under this Indenture, such Security or this Guarantee, or by the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Company or the Guarantor, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or any of its assets, or the release of any property from the lien and security interest created by this Indenture or such Security or of any other security for such Security, or the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in this Indenture or such Security by operation of law, or the merger or consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to the foregoing, or by any other act or omission that may or might in any manner or to any extent vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge of a surety or guarantor as a matter of law or equity (other than the performance of the obligations contained in such Security and in this Guarantee). If the Trustee or the Holder of any Security is required by any court or otherwise to return to the CompanyCompany or the Guarantor, the Guarantors or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to either the Company or the GuarantorsGuarantor, any amount paid by either to the Trustee or such HolderHolder in respect of a Security, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor agrees further agrees, to the fullest extent that it 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 lawfully may do so, 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 Five hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Guarantor shall have the right be subrogated 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 of the Security GuaranteeSecurities of a particular series against the Company in respect of any amounts paid by the Guarantor on account of the Securities of such Series pursuant to the provisions of the Guarantees of this Indenture; PROVIDED, HOWEVER, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest, if any, on all Securities of such series issued hereunder shall have been paid in full.

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully, unconditionally guarantees and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest and interest Additional Interest, if any, on the Securities of such series 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 of, premium, if any, and interest on the Securities of such seriesNotes, 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 Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable law, including, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the amount stated above, 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 11.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this Security Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Security GuaranteeCompany or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or any other Guarantor’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 Subsidiary 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 Subsidiary 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 Subsidiary Guarantee issued by any 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 Debt of such Guarantor, if any. Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantee. Subject to this Article 11, each 22.1 In consideration of the Guarantors herebySeller entering into this Sale and Purchase Agreement, jointly the Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder the Seller the due and punctual performance of Securities all the obligations and Liabilities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and Buyer under or otherwise pursuant to the Trustee and its successors and assigns, irrespective of the validity and enforceability provisions of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: Sale and Purchase Agreement (a) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such series, 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 Securities of such series or as any of such other obligationsobligations and liabilities may from time to time be varied, extended, increased or replaced) that same will are to be promptly paid satisfied, performed or discharged prior to or upon the Completion Date (the Guaranteed Obligations) and undertakes to keep the Seller fully indemnified against all Liabilities and Losses, which it may suffer or incur as result of any failure or delay by the Buyer in full when due or performed in accordance with the terms performance of the extension Guaranteed Obligations. 22.2 If any Guaranteed Obligations is not or renewalceases to be valid or enforceable against the Buyer (in whole or in part) on any ground whatsoever (including, whether at stated maturitybut not limited to, by acceleration any defect in or otherwise. Failing payment when due want of powers of the Buyer or irregular exercise of such powers, or any lack of authority on the part of any amount so guaranteed person purporting to act on behalf of the Buyer, or any performance so guaranteed for whatever reasonlegal or other limitation, disability or incapacity, or any change in the constitution of, or any amalgamation or reconstruction of, or the liquidation, administration or insolvency of, the Guarantors Buyer), the Guarantor shall nevertheless be jointly and severally obligated liable to pay the Seller in respect of that purported obligation or liability as if the same immediately. Each were fully valid and enforceable and the Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, were the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective principal debtor in respect thereof. 22.3 The liability of the validity, regularity or enforceability of the Securities of a series or Guarantor under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Guarantee guarantee shall not be discharged except by complete performance or affected in any way by: 22.3.1 the Seller compounding or entering into any compromise, settlement or arrangement with the Buyer, any co-guarantor or any other person; or 22.3.2 any variation, extension, increase, renewal, determination, release or replacement of this Sale and Purchase Agreement, whether or not made with the consent or knowledge of the obligations contained Guarantor; or 22.3.3 the Seller granting any time, indulgence, concession, relief, discharge or release to the Buyer, any co-guarantor or any other person or releasing, giving up, agreeing to any variation, renewal or replacement of, releasing, abstaining from or delaying in the Securities taking advantage of such series and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to dealing with any securities from or other rights or remedies which it may have against the CompanyBuyer, the Guarantors any co-guarantor or any custodianother person; or 22.3.4 any other matter or thing which, trusteebut for this provision, liquidator might exonerate or other similar official acting in relation to either affect the Company or liability of the Guarantors, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it Guarantor. 22.4 The Seller shall not be entitled obliged to take any steps to enforce any rights or remedy against the Buyer or any other person before enforcing this guarantee. 22.5 This guarantee is in addition to any other security or right of subrogation in relation now or hereafter available to the Holders Seller and is a continuing security notwithstanding any liquidation, administration, insolvency or other incapacity of the Buyer or the Guarantor. 22.6 Until the full and final discharge of the Guaranteed Obligations, the Guarantor: 22.6.1 waives all of its rights of subrogation, reimbursement and indemnity against the Buyer and all rights of contribution against any co-guarantor and agrees not to demand or accept any security from the Buyer or any co-guarantor in respect of any obligations guaranteed hereby until payment such rights and not to prove in full of all obligations guaranteed hereby. Each Guarantor further agrees thatcompetition with the Seller in the bankruptcy, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity liquidation or insolvency of the obligations guaranteed hereby Buyer or any such co-guarantor; and 22.6.2 agrees that it will not claim or enforce payment (whether directly or by set-off, counterclaim or otherwise) of any amount which may be accelerated as provided in Article 6 hereof for or has become due to the purposes of this Security GuaranteeGuarantor by the Buyer, notwithstanding any stay, injunction co-guarantor or any other prohibition preventing such acceleration person liable to the Seller in respect of the obligations hereby guaranteed hereby, if 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Buyer is in default under this Sale and Purchase Agreement. 22.7 If this guarantee is discharged or released in consequence of such right does not impair any performance by the rights Buyer of any Guaranteed Obligations which is set aside for any reason, this guarantee shall be automatically reinstated in respect of the Holders under relevant obligations. Subject only thereto, this guarantee shall for all purposes automatically terminate upon the Security Guaranteeperformance and discharge of the Guaranteed Obligations on the Completion Date.

Guarantee. (a) Subject to this Article 11Ten, each of the Guarantors herebyGuarantor, jointly and severally, unconditionally and fully and unconditionally, guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Securities of such series 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 of, premium, if any, and interest on the Securities of such seriesSecurities, 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 or thereunder will thereunder, including any obligations to repurchase Securities from the Holders, shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 each Guarantor shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11. (b) To the maximum extent permitted under applicable law, the Guarantors hereby, jointly and severally, agree that their obligations of any Guarantor hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subject to Section 6.06, each Guarantor hereby waives shall 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 and covenant covenants that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the any Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Company or the any Guarantors, any amount paid by either any of them to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (d) No Guarantor agrees that it 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 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 Six for the purposes of this Security 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) shall forthwith become due and payable by the any Guarantors for the purpose of this Security Guarantee. The Guarantors Any Guarantor that makes a payment under its Guarantee shall have the right to seek contribution from any non-paying Guarantor Guarantor, so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly Guarantor hereby absolutely and severally, unconditionally guarantees to Buyer the due and punctual payment and performance by each Holder Seller of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities all of such series or Seller’s obligations under the obligations of Sale Agreement (the Company hereunder or thereunder“Guaranteed Obligations”); provided, that: (a) the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such series, 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 Securities of such series or any of such other obligationshowever, that same will Guarantor shall not be promptly paid in full when liable to make any payment until three Business Days following receipt by Guarantor of written notice from the Buyer that a payment of an amount is due or performed in accordance with under the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseSale Agreement. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their its obligations hereunder shall not be unconditionallimited, altered, modified or impaired in any way, irrespective of the validity, regularity or enforceability of the Securities of a series Sale Agreement, any change in or this Indentureamendment thereto, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series Buyer with respect to any provisions hereof or provision thereof, any other action, omission or occurrence or circumstance whatsoever which may in any manner or to any extent vary the recovery risk or effect discharge of any judgment against the Company, any action to enforce the same Guarantor hereunder as a matter of law or otherwise or any other occurrence or circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each surety or guarantor (other than the defense of payment or performance in full of such obligation or that such obligation is not due and owing in accordance with the express terms of the Sale Agreement) and this Guarantee shall in no way be conditioned or contingent upon any obligation of Buyer to collect from or seek performance by any Seller; provided that (i) the foregoing shall not constitute, or be interpreted as, a waiver by Guarantor hereby waives diligenceof any defense with respect to the Guaranteed Obligations (other than a defense existing solely as a result of a Seller’s bankruptcy, presentmentinsolvency or similar proceeding under applicable Law, an “Insolvency Event”) that a Seller may have in respect of the Guaranteed Obligations and shall be limited to, and only have effect as, a waiver of suretyship defenses that Guarantor may have in respect of the Guaranteed Obligations, (ii) except to the extent that a Guaranteed Obligation is stayed or reduced as a result of an Insolvency Event in respect of a Seller, Guarantor’s obligations in respect of and liability for the Guaranteed Obligations shall be no greater than the obligations and liabilities of the relevant Seller in respect of such Guaranteed Obligations, (iii) nothing contained herein shall be deemed to constitute a waiver by Guarantor of presentment or demand of payment, filing of claims payment or notice to Guarantor with a court in respect to the event of insolvency Sale Agreement and the obligations evidenced thereby or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant hereby. Guarantor covenants that this Security Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series and this 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 handSale Agreement, 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Guarantee. Subject to this Article 1110, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, unconditionally guarantees irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, and interest on the Securities Notes of such each series 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 premium, if any, and interest on the Securities Notes of such each series, if any, if lawful, and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will under the Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all of the Obligations of the Issuer hereunder or under the Notes of each series). Each Guarantor hereby waives waives, to the fullest extent permitted by 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 covenants that this Security Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Securities Notes of such each series and this Indenture or by release in accordance with the provisions of this 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, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, then any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeGuarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent permitted by applicable law, be entitled upon payment in full of all guaranteed obligations under this Indenture to 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. Until terminated in accordance with Section 10.06, 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 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 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 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, if any. 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 1116, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of assigns the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, premium, premium (if any, ) and interest on the Securities of such series 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 premium, if any, and interest on the Securities of such seriesNotes, 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 Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security 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 delivery of any Note by the Trustee, after the authentication thereof hereunder, 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 constitute due delivery of the Holders under Guarantee set forth in this Indenture on behalf of the Security GuaranteeGuarantors.

Guarantee. (a) Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, severally unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, 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 thereof; and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 Subsidiary Guarantors shall will 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. Subject to this Article 11, the . (b) The Subsidiary Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 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 that this Security Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, 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 Security Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall 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 Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, 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 hereof for the purposes of this Security Subsidiary 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Security Subsidiary Guarantee. The Subsidiary Guarantors shall will 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 Security Subsidiary Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest on and Additional Amounts, if any, on, the Securities of such series 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 of, premium, if any, on and interest on the Securities of such seriesand Additional Amounts, if any, if lawful, on the Notes (to the extent permitted by law) and all other obligations of the Company Issuer to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree . (b) Each Guarantor hereby agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 that this Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to or for the Companybenefit of the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee Trustee, the Collateral Agent or such Holder, this Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. (a) Subject to this Article 11Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, and premium, if any, and interest on on, the Securities of such series 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 Securities of such seriesNotes, if any, if lawful, and all other obligations of the Company Issuer under this Indenture and the Notes (including obligations to the Holders or the Trustee hereunder or thereunder Trustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree All payments under such Subsidiary Guarantee shall be made in U.S. Dollars. (b) Each Subsidiary Guarantor hereby agrees that their its obligations hereunder shall be as if it was the principal debtor and not merely surety. Each Subsidiary Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 that this Security Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either such Person to such Holder or the Trustee or such HolderTrustee, as applicable, then this Security Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall 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 Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, 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 Six hereof for the purposes of this Security Subsidiary 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 Six hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Security Subsidiary Guarantee. The Guarantors shall A Subsidiary Guarantor 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 Security GuaranteeGuarantees.

Guarantee. Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee (or the Authentication Agent) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, interest and premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, 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 Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 covenants that this Security Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this 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 10.01. 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 Security Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security 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 become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes 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 10.01, the term “Trustee” shall also include each of the Paying Agent and Registrar, as applicable.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, absolutely unconditionally and irrevocably guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (aA) the principal of, premiumpremium on, if any, interest and interest on Additional Amounts, if any, on, the Securities of such series 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 premiumof, premium on, if any, interest and interest on the Securities of such seriesAdditional Amounts, if any, on, the Notes, 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 and (bB) in case of any extension of time of payment or renewal of any Securities of such series 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. . (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall 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. . (c) Subject to this Article 1110, the Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this IndentureIndenture the validity, perfection, non-perfection, lapse in perfection or priority of any security interest securing any of the obligations guaranteed by the Guarantors, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability under this Guarantee shall extend to all obligations under the Notes and this Indenture (including, without limitation, interest, fees, costs and expenses) that would be owed but for the fact that they are unenforceable or not allowable due to any proceeding under Bankruptcy Law involving the Issuer or any 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 that this Security Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, 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 Security Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. , subject to this Article 10. (e) Each Guarantor agrees that it shall 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 Guarantors, 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 hereof for the purposes of this Security 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 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying non‑paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeGuarantee or the limitations contained in this Article 10.

Guarantee. (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee or the Authenticating Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (ai) the principal of, premium, if any, and interest on on, or Additional Amounts, if any, in respect to the Securities of such series 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, interest and interest Additional Amounts on the Securities of such seriesNotes, 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 and (bii) in case of any extension of time of payment or renewal of any Securities of such series 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 shall 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. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree . (b) Each Guarantor hereby agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer (including, without limitation, its bankruptcy (faillite), voluntary or juridical liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Security Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the GuarantorsGuarantors (including, without limitation, in relation to the Issuer, any commissaire, juge-commissaire, liquidateur or curateur), any amount paid by either to the Trustee or such Holder, this Security Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Guarantor agrees that it shall 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, , (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Security Note Guarantee. The Guarantors shall 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 Security Note Guarantee.

Guarantee. Subject Prior to this Article 11the Effective Date, each the Escrow Issuer will be the only Subsidiary of FTAI Infrastructure, the Escrow Issuer will have no Subsidiaries, and the Notes will not be guaranteed. As of the Guarantors herebyEffective Date, the obligations of the Issuer pursuant to the Notes will be unconditionally guaranteed, jointly and severally, by each Subsidiary of the Issuer as of the Effective Date (other than Excluded Subsidiaries) and each other Person that executes a Guarantee in accordance with the provisions of this Indenture and its respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture. After the Effective Date, certain Restricted Subsidiaries will be required to guarantee the Notes, but only under the conditions described under Section 4.14, shall jointly and severally, fully and unconditionally guarantees guarantee to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Security Documents, the Notes or the obligations of the Company hereunder Issuer under this Indenture or thereunder, that: (a) the principal of, premium, if any, performance and interest on the Securities of such series 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, the Security Documents and the Notes, whether for payment of principal of, premium or interest on the overdue principal of and premiumNotes, if anyexpenses, and interest indemnification or otherwise, on the Securities of such series, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid terms set forth in full or performed, all in accordance with the terms hereof and thereofthis Indenture; and (b) in case of any extension of time of payment or renewal of any Securities of such series 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 shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor also agrees that it shall 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 VI for the purposes of this Security 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 hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors Each Guarantor that makes a payment for distribution under its Guarantee shall have the right be entitled to seek a contribution from each other Guarantor in a pro rata amount based on adjusted net assets of each Guarantor. 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 Security 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. (a) Subject to this Article 1112, to the extent provided for in any series of Securities under the Indenture, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series of Securities or the obligations of the Company hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, and interest on the Securities of such series will Security shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such seriesSecurities, if any, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will under the Securities shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the . (b) The Guarantors hereby, jointly and severally, hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture. , or pursuant to Section 12.06. (c) Each of the Guarantors also agrees, jointly and severally, 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 12.01. (d) 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (e) Each Guarantor agrees that it 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, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security 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 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeGuarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the 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 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. (g) 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. (h) 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. (a) Subject to this Article 11Ten, each of the Guarantors herebyGuarantor hereby fully and unconditionally, jointly and severallyguarantees, unconditionally guarantees on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Securities of such series 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 of, premium, if any, and interest on the Securities of such seriesNotes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations monetary Obligations of the Company Issuer to the Holders or to the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities of such series Notes or any of such other obligationsObligations, 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 Guarantor shall be jointly and severally obligated to pay the same immediately. Each The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject . (b) The Guarantor hereby agrees that, to this Article 11the maximum extent permitted under applicable law, the Guarantors hereby, jointly and severally, agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series 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 guarantorthe Guarantor. Each Subject to Section 6.06, the 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 that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company Issuer or the GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 . (d) The 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 Six for the purposes of this Security 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) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Guarantee. Subject to this Article 11, each 21.1 In consideration of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective granting of the validity license franchise and enforceability of this Indentureother rights to Franchisee hereinafter provided, the Securities of such series or the obligations of the Company hereunder or thereunder, that: Guarantor hereby irrevocably and unconditionally; (a) guarantees to Franchisor the punctual performance by Franchisee of all of the payment obligations assumes and/or expressed to be assumed by Franchisee under this Deed and undertakes with Franchisor that whenever Franchisee does not pay any amount when due under this Deed, Guarantor shall immediately on demand pay that amount as if it was the principal of, premium, if any, and interest on the Securities of such series 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 Securities of such series, 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 thereofobligor; and and (b) undertakes to use his best endeavours to procure the strict observance and performance by Franchisee of each and all of its obligations contained or referred to in case this Deed and undertakes to indemnify and keep indemnified Franchisor from and against all losses, costs and expenses (including legal expenses) which Franchisor may reasonably incur or sustain from or in relation to any breach or non-observance or non-performance of those obligations or incurred by Franchisor in respect of this Deed. 21.2 Guarantor hereby expressly waives any extension right he may have of time first requiring Franchisor to proceed against or enforce any other rights or security or claim payment from any person before claiming from Guarantor hereunder. Likewise, Guarantor shall not exercise any right of payment subrogation, contribution, indemnity, reimbursement or renewal similar rights with respect to any payments it makes under this clause until all of the guaranteed obligations and any Securities of such series or any of such other obligations, that same will be promptly amounts payable under this clause have been paid in full when due or and performed in accordance with the terms full. 21.3 The obligations 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 shall be jointly Guarantor under this clause are absolute and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Securities of a series documents relating to the obligations, or this Indentureany substitution, the absence release, impairment or exchange of any action to enforce the same, other guarantee of or security for any waiver or consent by any Holder of the Securities obligations, and, to the fullest extent permitted by applicable law, irrespective of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each , it being the intent of this clause that the obligations of Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, hereunder shall be absolute and unconditional under any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guaranteecircumstances.

Guarantee. (a) Subject to the other provisions of this Article 1110, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, irrevocably and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder of Securities of a particular series as to which it is a Guarantor Note authenticated and delivered by the Trustee and to the Trustee and its Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a1) the principal of, premium, if any, and interest on the Securities of such series will Notes shall 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 Securities of such seriesNotes, if any, if lawful, and all other obligations Obligations of the Company Issuer to the Holders or Holders, the Trustee or any Agent hereunder or thereunder will under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Securities of such series 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 by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the each Subsidiary Guarantors 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. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree . (b) Each Subsidiary Guarantor hereby agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 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 Security any Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series Notes and this Indenture. If any Holder , or the Trustee is required by any court or otherwise pursuant 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 Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 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 Security 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) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security GuaranteeSection 10.06.

Guarantee. Subject to this Article 11Indenture and unless provided otherwise under any Board Resolution, each of Officer’s Certificate or indenture supplement hereto, the Guarantors herebyGuarantor hereby irrevocably, jointly fully and severally, unconditionally guarantees to each the Trustee and the Holder of Securities of a particular series as to which it is a Guarantor any Security issued under this Indenture duly authenticated and delivered by the Trustee or its Authenticating Agent, the due and punctual payment of the principal of (including any amount in respect of original issue discount), premium and interest, if any (together with any Additional Amounts payable pursuant to the Trustee terms of any such Security), on any such Security and its successors the due and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premiumsinking fund payments, if any, and interest on the Securities of such series 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 Securities of such series, 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 provided for pursuant to the terms hereof of the Indenture and thereof; the Securities, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of any such Security and of the Indenture. In case of default by the Company in the payment of any such principal (b) including any amount in case respect of original issue discount), and any premium or interest (together with any Additional Amounts payable pursuant to the terms of any such Security), sinking fund payment, or analogous obligation, the Guarantor agrees, duly and punctually to pay the same. The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of the Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time of for payment or renewal of any Securities of such series or Security, 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 modification of any amount so guaranteed such Security, any invalidity, irregularity or unenforceability of any performance so guaranteed for whatever reason, such Security or the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of any such Security or the Trustee, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each The 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 demand or proceeding first against the Company, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever and covenant whatsoever, and, except as provided in the succeeding paragraph, covenants that this Security Guarantee shall will not be discharged as to any such Security except by complete performance payment in full of the obligations contained principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the Securities terms of any such series and this IndentureSecurity) thereon. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsGuarantor, any amount paid by either any of them to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor agrees that irrevocably waives any and all rights to which it shall not may be entitled entitled, by operation of law or otherwise, upon making any payment hereunder (i) to any right of subrogation in relation be subrogated to the Holders rights of a Holder against the 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 obligations guaranteed hereby until payment in full of all obligations guaranteed herebyother reason, from any other obligor with respect to such payment. Each The Guarantor further agrees that, as between the GuarantorsGuarantor, 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 Five for the purposes of this Security 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 Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.