Common use of Guarantee Clause in Contracts

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 (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 severally, hereby fully, unconditionally and irrevocably guaranteesabsolutely guarantees (each, as a primary obligor and not merely as a surety, “Guarantee”) to each Holder of a Note 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 Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, interest, if any, on the Notes will be promptly paid in full when dueand interest shall become due and payable, whether at maturity, the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company 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 Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalSecurities 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 Guarantor agrees that this Subsidiary Guarantee of the Guarantees hereunder is intended to be a general general, unsecured obligation of such the related Subsidiary Guarantor and it is a guarantee will be subordinated in right of payment to all unsecured and not a guarantee unsubordinated Debt of collectionsuch Subsidiary Guarantor. Subject to this Article 11, Each of the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, its Guarantee, the Guarantee of 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 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 that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that this Subsidiary its Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenturesuch Guarantee. Each Guarantor hereby expressly waives of the Subsidiary Guarantors further agrees that if at any time all statutory suretyship defenses that it may waive under applicable lawor 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, California Civil Code Section 2856. Each Guarantor also agrees to paythe insolvency, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee bankruptcy 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 reorganization of the Company or any of the Subsidiary Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, shall be reinstated deemed to have continued 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 handexistence notwithstanding such application, 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 application had not been made. In . (f) Each of 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 Guarantors shall be invalid, illegal or unenforceable, the validity, legality and enforceability subrogated to all rights 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 Holders 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 the Trustee against the Company in respect of its any amounts paid by such Subsidiary Guarantee Guarantor pursuant to the provisions of this Indenture; provided, however, that such Subsidiary Guarantor, shall not be made without set-offentitled to enforce or to receive any payments arising out of, counterclaimor based upon, reduction such right of subrogation until all of the Securities of such series and the related Guarantees shall have been paid in full or diminution of any kind or naturedischarged.

Guarantee. Subject to this Article 1110, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, fullyirrevocably and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a suretyon an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations Obligations of the Company Issuers to the Holders or the Trustee (acting in any capacity) 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 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 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 All payments under each Guarantee will be made in dollars. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of 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, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee (acting in any capacity) or any Holder in enforcing any rights under this Section 11.0110.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 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 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guaranteethe Guarantees. Each Subsidiary 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 Company Issuer or any Guarantor the Co-Issuer for liquidation or liquidation, reorganization, should the Company Issuer or any Guarantor 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 CompanyIssuer’s or any other Guarantorthe 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 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 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 Indebtedness 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 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will 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 . (b) Other than as provided for in Article 118 and Article 10 hereof, the Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Guarantee shall will not be discharged except pursuant to Article 8 or Article 10 or by complete performance of the obligations contained in the 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 expensesc) 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 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 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this 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 this Subsidiary the 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 Company 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 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Liquidated Damages, if any, interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 Subsidiary 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 Subsidiary 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Note 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 Company 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 of the Guarantors hereby, jointly and severally, fully(a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated the full and delivered by punctual payment when due and in the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes 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 ofcontract rate applicable upon default accrued or accruing after the commencement of any such proceeding, premiumin each case regardless of whether allowed or allowable in such proceeding), fees and interest on costs of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Notes, if any, if lawful, and all other obligations Bankruptcy Code shall have stayed the accrual or collection of 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 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 further agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of that, if any payment and not a guarantee of collection. Subject to this Article 11, made by the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 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 Person and all demands whatsoever and covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 applied to the amount stated aboveObligations is at any time annulled, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee avoided, set aside, rescinded, invalidated, declared to be fraudulent or any Holder in enforcing any rights under this Section 11.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 for the purposes of this Subsidiary 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 6VIII 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 Subsidiary 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 proceeding under 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 Company 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 Bankruptcy Code or any other Guarantor’s assetsbankruptcy, and shallinsolvency, to the fullest extent permitted by lawreceivership or other similar proceeding, continue to be effective regardless of whether allowed 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 allowable 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 natureproceeding).

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium on, if any, interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premiumpremium on, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this 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 this the 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 Company 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 11Ten, each of the Guarantors hereby, jointly and severally, fullyfully and unconditionally, unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder 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 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 . (b) The Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 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 the Company or a any Guarantor either to the Trustee or such Holder, this Subsidiary 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 Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Guarantee. Each Subsidiary . (e) The obligations of each Guarantor under its Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company 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 this Article Ten 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 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 Senior Debt Subordinated Indebtedness 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 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Special Interest, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 Subsidiary 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 Subsidiary 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Note 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 Company 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, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a 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 Notes Notes, the Collateral Agreements or the obligations Obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, 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 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 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 . (b) The Guarantors hereby agree that their obligations Obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes 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 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the 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 expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. 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 the Company or a Guarantor either to Trustee, the Trustee Collateral Agent or such Holder, this Subsidiary 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 Subsidiary 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 66 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 Subsidiary 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 this Subsidiary the Note 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 Company 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 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 of the Guarantors herebyhereby absolutely, jointly fully and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each the Holder of a the Note authenticated and delivered by the Trustee upon which this Guarantee is endorsed, and to the Trustee and its successors and assignson behalf of such Holder, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the due and punctual payment of the principal of, premiumof and interest (and, if anyapplicable, interest, if any, the Redemption Price) on the Notes will be promptly paid in full when duesuch Note, whether at maturity, the Stated Maturity or by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on overdue principal of and interest on the overdue principal of, premium, and interest on the Notessuch Note, 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 Notes 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 Subsidiary Guarantee is its obligations hereunder are a general unsecured obligation of such Guarantor and it is a guarantee guaranty of payment and not a guarantee guaranty of collection. Subject to this Article 11, the Guarantors hereby agree that their obligations hereunder collection or performance and shall be unconditionalunconditional and absolute, irrespective of the validity, regularity or enforceability of such Note or the Notes Indenture or this Indentureany limitation of the Company thereunder or any 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 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 covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in such Note and in this Guarantee. Without limiting the Notes and this Indenture. Each generality of the foregoing, the Guarantor hereby expressly waives all statutory suretyship defenses agrees that it may waive under applicable lawthe 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, without limitationbut not limited to, California Civil Code Section 2856. Each Guarantor also agrees 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 payenforce 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, in addition either pursuant to the amount stated aboveprovisions 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 all costs and expenses (including reasonable attorneys’ fees and expenses) incurred that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder in enforcing of such Note to assert any rights claim or demand or to enforce any remedy under this Section 11.01. If the Indenture or such Note, any Holder other guarantee or the Trustee is required 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 by the Company or a Guarantor either to the Trustee or such Holderreceivership, this Subsidiary Guaranteeinsolvency, to the extent theretofore dischargedbankruptcy, 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 thatreorganization, 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebysimilar proceedings, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 affecting the Company or any Guarantor of its assets, or the release of any property from the lien and security interest created by the Indenture or the Note or of any other security for liquidation the Note, or reorganization, should the release or discharge of the Company or the Guarantor from the performance or observance of any Guarantor become insolvent agreement, covenant, term or make an assignment for condition contained in the benefit Indenture or the Note by operation of creditors law, or should a receiver the merger or trustee be appointed for all or any significant part consolidation of the Company’s Company or the Guarantor, or any other Guarantor’s assetscause, and shall, whether similar or dissimilar to the fullest foregoing, or by any other act or omission that may or might in any manner or to any extent permitted by law, continue to be effective vary the risk or be reinstated, 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 case may be, if at any time payment and performance of the Notes areobligations contained in such Note and in this Guarantee). The Holder of the Note upon which this Guarantee is endorsed is entitled to the further 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, pursuant to applicable lawwhich is absolute and unconditional, rescinded or reduced in amountof the due and punctual payment of the principal of and interest, or must otherwise be restored or returned by any obligee such other payments, 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 madeNote upon which this Guarantee is endorsed. 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 This Guarantee shall be invalid, illegal or unenforceable, governed by and construed in accordance with the validity, legality and enforceability laws of the remaining provisions State of New York, without giving effect to the conflicts of laws principles thereof. 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 in be valid or obligatory for any way be affected or impaired thereby. The Subsidiary purpose until the certificate of authentication on the Note upon which this Guarantee issued is endorsed shall have been executed by any Guarantor shall be a general unsecured senior obligation the Trustee under the Indenture by the manual signature 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 one of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureauthorized officers.

Guarantee. (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully, fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a 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 Notes or the Security Documents or the obligations of the Company Partnership hereunder or thereunder, that: : (a1) the principal of, premium, if any, and premium or interest, if any, on on, the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notesor premium or interest, if any, on, the Notes, 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 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 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 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 the Company or a Guarantor either any of them to the Trustee or such Holder, this Subsidiary 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 Subsidiary 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Note 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 Company 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 1110, each of the Guarantors hereby, jointly and severally, fullyirrevocably and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a suretyon an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, 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 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 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of 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, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.0110.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 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 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guaranteethe Guarantees. Each Subsidiary 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 Company or any Guarantor Issuer for liquidation or liquidation, reorganization, should the Company or any Guarantor 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 Company’s or any other GuarantorIssuer’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 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 Indebtedness 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 the other provisions of this Article 11Ten, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, Guarantor hereby guarantees to each Holder of a Note Guaranteed Series of Securities (which 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 Notes Guaranteed Series of Securities, or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, of and premium, if any, interest, if any, and interest on the Notes Guaranteed Series of Securities will be promptly paid in full when due, whether at maturityMaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the NotesGuaranteed Series of Securities, 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 Notes Guaranteed Series of Securities 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 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. (b) To the extent permissible under applicable law, the Guarantors hereby 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 Notes Guaranteed Series of Securities 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 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 covenants that this Subsidiary Guarantee shall the Guaranteed Series of Securities will not be discharged except by complete performance of the obligations contained in the Notes Guaranteed Series of Securities 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 expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, 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 the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 Subsidiary 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 6Six 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 Subsidiary 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 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 Company 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 natureSecurities.

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully(a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated the full and delivered by punctual payment when due and in the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes 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 ofcontract rate applicable upon default accrued or accruing after the commencement of any such proceeding, premiumin each case regardless of whether allowed or allowable in such proceeding), fees and interest on costs of collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Notes, if any, if lawful, and all other obligations Bankruptcy Code shall have stayed the accrual or collection of 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 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 further agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of that, if any payment and not a guarantee of collection. Subject to this Article 11, made by the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 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 Person and all demands whatsoever and covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 applied to the amount stated aboveObligations is at any time annulled, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee avoided, set aside, rescinded, invalidated, declared to be fraudulent or any Holder in enforcing any rights under this Section 11.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 for the purposes of this Subsidiary 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 6draft 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 Subsidiary 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 proceeding under 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 Company 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 Bankruptcy Code or any other Guarantor’s assetsbankruptcy, and shallinsolvency, to the fullest extent permitted by lawreceivership or other similar proceeding, continue to be effective regardless of whether allowed 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 allowable 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 natureproceeding).

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: : (a1) the principal of, premiumpremium on, if any, interestand interest and Additional Interest, if any, on on, the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notespremium on, if any, interest and 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 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 Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. Subject to this Article 11, the . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 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 the Company or a Guarantor either any of them to the Trustee or such Holder, this Subsidiary 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 Subsidiary 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Note 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 Company 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 of the Guarantors hereby, jointly and severally, fully, The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note 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 Notes or the obligations due and punctual payment of the Company hereunder or thereunder, that: (a) the principal of, premium, premium (if any, interest, if any, ) and interest on such Security and the Notes will be promptly paid in full due and punctual payment of any sinking fund payments provided for pursuant to the terms of such 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, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of 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 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 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 Notes 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 by any Holder indulgence granted to the Company with respect to any provisions hereof or thereof, thereto by the recovery Holder of any judgment against Security of any 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 covenants that this Subsidiary Guarantee shall will not be discharged with respect to any Security except by complete performance payment in full of the obligations contained in the Notes principal of, premium (if any) and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable lawinterest, includingif any, 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 11.01thereon. 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 the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration date of such obligations as provided in Article 6rescission, such obligations (whether restoration or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 return as though such payment or performance had become due but 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 made at 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 naturetime.

Guarantee. Subject to this Article 11I, each of Fossil (UK) Global Services Ltd. (the Guarantors hereby, jointly “Guarantor”) hereby irrevocably and severally, fully, unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, this Supplemental Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: that (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will 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 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 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 The Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Indenture or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of 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 The Guarantor also agrees to pay, in addition to the amount stated above, 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 11.011.01. 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 the Company or a Guarantor either to the Trustee or such Holder, then this 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 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 V of this Supplemental Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6V 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 Subsidiary 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 this Subsidiary the Guarantee. Each Subsidiary 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 or any Guarantor for liquidation or liquidation, reorganization, should any of 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 GuaranteesGuarantee, 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 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 setsetoff, counter-off, counterclaimclaim, reduction or diminution of any kind or nature.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, fullyirrevocably, fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Additional Interest, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder (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 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 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, 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 the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 Subsidiary 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Note Guarantee. . (e) Each Subsidiary Guarantee Guarantor hereby agrees that any Guarantor that makes a payment on the obligations under the Guarantees shall remain be entitled, upon payment in full force and effect and continue of all obligations under the Guarantees, to be effective should any petition be filed by or against the Company or any a contribution from each other Guarantor for liquidation or reorganization, should the Company or any Guarantor become insolvent or make in 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 amount equal to such other Guarantor’s assetspro 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 shall, each Guarantor shall remain liable to the fullest extent permitted by law, continue to be effective or be reinstated, as Trustee and the case may be, if at any time payment and performance of Holders for 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 full amount guaranteed 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 naturehereunder.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium on, if any, interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premiumpremium on, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 1110, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, fullyirrevocably and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a suretyon an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, 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 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 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 All payments under each Guarantee will be made in dollars. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of 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, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.0110.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 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 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guaranteethe Guarantees. Each Subsidiary 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 Company Issuer or any Guarantor the Co-Issuer for liquidation or liquidation, reorganization, should the Company Issuer or any Guarantor 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 CompanyIssuer’s or any other Guarantorthe 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 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 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 Indebtedness 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 11Thirteen, each of the Guarantors herebyhereby agrees, jointly and severally, fully, to unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantee to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest, if any, on on, the Notes Securities 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, premium, and interest on the Notes, 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 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 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 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a 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 covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities 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 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 Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this 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 the 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 Company 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 1110, each of the Subsidiary Guarantors hereby, jointly and severally, fully, irrevocably and unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes of each series or the obligations of the Company Partnership hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, interest, if any, and interest on the Notes will of each series shall be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the such Notes, 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 Notes of 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 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 . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes of each series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 covenants that this Subsidiary Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes of each series and this Indenture. , or pursuant to Section 10.06. (c) Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable lawof the Subsidiary Guarantors also agrees, includingjointly and severally, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the amount stated above, 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 11.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 for the purposes of this Subsidiary 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, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guarantee. the Note Guarantees. (f) Each Subsidiary Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor Partnership for liquidation or reorganization, should the Company or any Guarantor 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 Company’s or any other GuarantorPartnership’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 the such Notes or Subsidiary 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 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 Subsidiary 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. 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. . (h) Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary 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. (a) Subject to this Article 1110, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, fully, irrevocably and unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior unsecured basis, to each Holder of a 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 Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, interest, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, 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 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 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 . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. , or pursuant to Section 10.06. (c) Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable lawof the Subsidiary Guarantors also agrees, includingjointly and severally, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the amount stated above, 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 11.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 for the purposes of this Subsidiary 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, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guarantee. . (f) Each Subsidiary Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor Issuer for liquidation or reorganization, should the Company or any Guarantor 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 Company’s or any other GuarantorIssuer’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 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 Subsidiary 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. 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. . (h) Each payment to be made by a any Subsidiary Guarantor in respect of its Subsidiary 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 amounts payable as contributions hereunder shall be determined as of the 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 its Note Guarantee.

Guarantee. Subject to this Article 11IX, each of the Guarantors hereby, jointly and severally, fully, irrevocably and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, Additional Interest and premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this the 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, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.019.01. 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 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 5 of the Base Indenture hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 65 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 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 Guaranteethe Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should in any petition be filed by or against the Company 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 insolvency proceeding affecting 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 GuaranteesGuarantees 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 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 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 11Eleven, each of the Guarantors hereby, jointly and severally, fullyfully and unconditionally, unconditionally and irrevocably guarantees, as guarantees on a primary obligor and not merely as a suretysenior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Co-Obligors hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company Co-Obligors 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 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 . (b) The Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against either of the CompanyCo-Obligors, 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 hereof, 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 CompanyCo-Obligors, any right to require a proceeding first against either of the CompanyCo-Obligors, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 CompanyCo-Obligors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company Co-Obligors or the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary 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 Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6Six hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 net assets of each Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under this Subsidiary the Guarantee. Each Subsidiary . (e) The Obligations of each Guarantor under its Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company 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 this Article Eleven 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 rank equally in right of payment with other existing and future Senior Indebtedness of each of the Guarantors, including the Term Loans, the Hedging Obligations and guarantees in respect thereof, and senior in right of payment to all existing and future Senior Debt Subordinated Indebtedness of such Guarantor, if anythe Guarantors. Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee The Notes shall be made without set-off, counterclaim, reduction or diminution Designated Senior Indebtedness for purposes of any kind or naturethe Existing Notes.

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully, The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor jointly and not merely as a suretyseverally with the Borrower, to each Holder holder of a Note Bond authenticated and delivered by the Trustee Trustee, and to the Trustee Authority, (1) the due and its successors and assigns, irrespective punctual payment of the validity principal of (including any amount in respect of original issue discount), and enforceability of this Indentureany premium and interest on, such Bond and the Notes or the obligations due and punctual payment of the Company hereunder or thereunder, that: (a) the principal of, premiumAmortization Requirements, if any, interestand analogous obligations, if any, on provided for pursuant to the Notes will be promptly paid in full terms of such Bond, when dueand as the same shall become due and payable, whether at maturity, by acceleration, stated maturity or upon redemption or otherwiseupon declaration of acceleration or otherwise according to the terms of such Bond and of the Trust Agreement, and interest on (2) the overdue principal of, premium, payment of all other amounts payable by the Borrower and interest on the Notes, if any, if lawful, and performance of all other obligations of the Company to Borrower under this Agreement and the Holders Collateral Documents. In case of default by the Borrower in the payment of any principal (including any amount in respect of original issue discount), interest, Amortization Requirements, or analogous obligation, or in the payment of any other amounts payable by the Borrower or the Trustee performance of any other obligations of the Borrower under this Agreement, the Guarantor agrees duly and punctually to pay or perform the same. The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of the Guarantor, whether now existing or thereunder will hereafter incurred, shall be promptly paid in full or performedas principal and not merely as surety, all in accordance with the terms hereof and thereof; shall be absolute and (b) in case unconditional irrespective of any extension of the time of for payment or renewal of any Notes such Bond or other obligation, 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 Bond, this Agreement or the Trust Agreement, any performance so guaranteed for whatever reasoninvalidity, 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity irregularity or enforceability of the Notes or this Indenture, the absence unenforceability of any action to enforce such Bond, this Agreement or the sameTrust Agreement, any waiver or consent by any Holder 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 Borrower with respect thereto by the Holder of such Bond 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 CompanyBorrower, any right to require a demand or proceeding first against the CompanyBorrower, protest, protest or notice with respect to any such Bond or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Subsidiary Guarantee shall guarantee will not be discharged except by complete performance of the obligations contained in the 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 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, principal of (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding including any stay, injunction or other prohibition preventing such acceleration amount payable in respect of the obligations guaranteed herebyoriginal issue discount), and (y) in the event any premium and interest on all Bonds and of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and all other amounts payable by the Guarantors for Borrower and performance of all other obligations of the purpose of Borrower under this Subsidiary GuaranteeAgreement. The Guarantors shall have Guarantor agrees that any and all rights under this guarantee may be enforced by any Bondholder, by the right to seek contribution from any non-paying Guarantor so long Authority and by the Trustee in accordance with the terms of the Trust Agreement and this Agreement. Until such time as the exercise Bonds are paid in full, the Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of such right does not impair law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Holders under this Subsidiary Guarantee. Each Subsidiary Guarantee shall remain in full force and effect and continue Borrower with respect to such payment or otherwise to be effective should reimbursed, indemnified or exonerated by the Borrower in respect thereof or (ii) to receive any petition be filed by payment, in the nature of contribution or against the Company 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 assetsreason, and shall, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Bond until the fullest extent permitted certificate of authentication on such Bond shall have been signed by law, the Trustee. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment and performance of the Notes are, pursuant to applicable law, any obligation guaranteed hereunder is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on holder of a Bond or by the Notes Authority upon the insolvency, bankruptcy or Subsidiary Guaranteesreorganization of the Borrower, 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 1110, from and after the Issue Date, each of the Guarantors hereby, jointly and severally, fullyirrevocably and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a suretyon an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will of each series shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the NotesNotes of 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 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 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes of each series and this Indenture or by release in accordance with the provisions of 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, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.0110.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 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 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guaranteethe Guarantees. Each Subsidiary 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 Company or any Guarantor Issuer for liquidation or liquidation, reorganization, should the Company or any Guarantor 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 Company’s or any other GuarantorIssuer’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 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 Indebtedness 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 1116, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, assigns the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, premium, premium (if any, interest, if any, ) and interest on the Notes will be promptly paid in full when due, whether at maturitythe Maturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturitythe Maturity Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 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 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the right to seek contribution from time the Trustee authenticates any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under Note hereunder, 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 Company 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 invalidvalid nevertheless. The delivery of any Note by the Trustee, illegal or unenforceableafter the authentication thereof hereunder, the validity, legality and enforceability shall constitute due delivery of the remaining provisions shall not Guarantee set forth in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Guarantor shall be a general unsecured senior obligation this Indenture on behalf 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 naturethe Guarantors.

Guarantee. (a) Subject to this Article 11Ten, each of the Guarantors herebyGuarantor, jointly and severally, fullyand fully and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, interest, if any, and interest on the Notes will Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the NotesSecurities, 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 Notes Securities 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 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. (b) To the maximum extent permitted under applicable law, the Guarantors hereby agree that their obligations of any Guarantor hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities 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 expensesc) 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 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 the Company or a Guarantor either any of them to the Trustee or such Holder, this Subsidiary 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 Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the any Guarantors for the purpose of this Subsidiary 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 this Subsidiary the 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 Company 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 11Nine, each of the Guarantors hereby, jointly and severally, fullyfully and unconditionally, unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder 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 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 . (b) The Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each 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 covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Supplemental 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 expensesc) 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 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 the Company or a any Guarantor either to the Trustee or such Holder, this Subsidiary 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 Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Guarantee. Each Subsidiary . (e) The obligations of each Guarantor under its Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company 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 this Article Nine 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 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 Senior Debt Subordinated Indebtedness 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 of the Guarantors hereby, jointly The Guarantor hereby irrevocably and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability any premium, interest and Additional Amounts on and the due and punctual payment of any other payments provided for pursuant to the terms of such Security and any and all amounts under the Indenture, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or repayment or otherwise, in accordance with the terms of such Security and this Indenture, the Notes or the obligations . This guarantee will not be discharged with respect to any Securities of any series except by payment in full of the Company hereunder or thereunder, that: (a) the principal ofthereof, premium, if any, interestinterest thereon and any Additional Amounts with respect thereto and all other amounts payable thereunder and under this Indenture with respect thereto. The Guarantor hereby expressly waives its right to require the Trustee or any Holder to pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under this guarantee. In case of the failure of the Company immediately to make any such payment, if any, on the Notes will Guarantor hereby agrees to cause such payment to be promptly paid in full made immediately when dueand as the same shall become due and payable, whether at maturity, the Stated Maturity or by declaration of acceleration, call for redemption or repayment or otherwise, and interest on as if such payment were made by the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseCompany. 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 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 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 the validity, regularity or enforceability of the Notes any Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the 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 diligence, presentment, demand of payment, filing of claims with a court in the event of merger, 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 covenants that this Subsidiary no guarantee (including any Guarantee shall not endorsed on a Security) will be discharged in respect of any Security except by complete performance of the obligations contained in the Notes such Security and in this Indentureguarantee. Each The 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 paythat, in addition the event of a default in payment of principal (or premium, if any) or interest on and any Additional Amounts with respect to the amount stated aboveany Security, or a default in any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred other payment referred to therein, legal proceedings may be instituted immediately by the Trustee on behalf of, or any by, the Holder of such Security, on the terms and conditions set forth in enforcing any rights under this Section 11.01. If any Holder or Indenture, directly against the Trustee is required by any court or otherwise Guarantor to return to enforce this guarantee without first proceeding against the Company, . The Guarantor shall be subrogated to all rights of the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either Holders of the Securities of a particular series against the Company or the Guarantors, in respect of any amount amounts paid by the Company or a Guarantor either on account of such Securities pursuant to the Trustee provisions of this guarantee or such Holderthis Indenture; provided, this Subsidiary Guaranteehowever, to that 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 principal of, any premium and interest on and any Additional Amounts in respect of any obligations guaranteed hereby until payment in full all Securities of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one handsuch series issued hereunder, and the Holders and the Trustee, on the all other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration amounts payable in respect of the obligations guaranteed herebythereof, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 been paid in full force and effect and continue to be effective should any petition be filed by or against the Company 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 naturefull.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Liquidated Damages, if any, interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 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 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this 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 this the 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 Company 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 In order to induce Nortel to enter into this Article 11Agreement with Ciena Luxembourg S.a.r.l., each and as an essential condition of the Guarantors herebythis Agreement, jointly and severally, fullyCiena Corporation hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated the due and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete punctual performance of the obligations contained in the Notes and liabilities of Ciena Luxembourg S.a.r.l. under this IndentureAgreement. Each Guarantor hereby expressly waives all statutory suretyship defenses Ciena Corporation acknowledges that it may waive under applicable law, including, without limitation, California Civil Code Section 2856is responsible for and assumes all risks and liabilities arising out of the use of the Licensed Intellectual Property by Ciena Luxembourg S.a.r.l. Each Guarantor also agrees and shall ensure that Ciena Luxembourg S.a.r.l. complies with the terms and conditions of this Agreement. The failure of Ciena Luxembourg S.a.r.l. to pay, in addition comply with any terms or obligations of this Agreement or the breach of this Agreement by Ciena Luxembourg S.a.r.l. shall be deemed a failure or breach attributable jointly and severally to Ciena Luxembourg S.a.r.l. and Ciena Corporation as though Ciena Corporation had committed the amount stated above, any act or omission of Ciena Luxembourg S.a.r.l. and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under shall entitle Nortel to take action against Ciena Corporation. The obligations of Ciena Corporation pursuant to 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 Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it 4.14 shall not be entitled subject 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 thatdefense or setoff, as between the Guarantorscounterclaim, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity recoupment or termination whatsoever by reason of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guaranteeinvalidity, notwithstanding any stay, injunction illegality or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration unenforceability of such obligations as provided in Article 6or liabilities or otherwise; provided, such obligations (whether however, that Ciena Corporation shall be entitled to assert any defense or not due and payable) right that Ciena Luxembourg S.a.r.l. would be entitled to assert. Ciena Corporation agrees that its guarantee hereunder shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 any such obligation or reduced in amountliability is rescinded, or must otherwise be restored by Nortel, upon the bankruptcy or returned by reorganization of Ciena Luxembourg S.a.r.l., Ciena Corporation, any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” of its Affiliates 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 1110, each of the Guarantors hereby, jointly and severally, fullyand fully and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of of, this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (ai) the principal of, premium, if any, and accrued and unpaid interest and defaulted interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notesand defaulted interest, if any, on the Notes (pursuant to Section 2.12), if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will 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 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 Guarantee of payment and not a guarantee Guarantee of collection. Subject . (b) Each Guarantor hereby agrees that, to this Article 11the maximum extent permitted under applicable law, the Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the 77 validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a 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 CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this Subsidiary its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Company Issuer or the Guarantors, any amount paid by the Company or a Guarantor either any of them to the Trustee or such Holder, this Subsidiary Guaranteethe Note Guarantees, to the extent theretofore discharged, shall be reinstated in with 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 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, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary its 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 or the Trustee under this Subsidiary any Note 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 Company 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 (a) Notwithstanding any provision of this Article 11X or any other provision of this Indenture to the contrary, each the provisions of this Article X relating to the Guarantor shall be applicable only to, and inure solely to the benefit of, the Securities of any series which are expressly designated, pursuant to Section 2.01, as entitled to the benefits of the Guarantors herebyGuarantee of the Guarantor. If no such designation is made pursuant to Section 2.01, jointly and severallythen the provisions of this Article X shall not be applicable to such series of Securities. (b) For value received, the Guarantor hereby fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, absolutely guarantees (the "Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Partnership, when and as such principal, premium, if any, interest, if any, on the Notes will be promptly paid in full when dueand interest shall become due and payable, whether at maturity, the stated maturity or by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company 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 Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalSecurities and this Indenture, whether at stated maturity, by acceleration or otherwise. subject to the limitations set forth in Section 10.03. (c) Failing payment when due of any amount so guaranteed or any performance so guaranteed pursuant to the Guarantee, for whatever reason, the Guarantors shall Guarantor will be jointly and severally obligated to pay the same immediately. Each The Guarantee hereunder is intended to be a general, unsecured, senior obligation of the Guarantor and will rank pari passu in right of payment with all Debt of the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. The Guarantor hereby 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 agree that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, the Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership or the 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 Guarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities, 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 the Guarantor to enforce the Guarantee without first proceeding against the Partnership. (d) The obligations of the Guarantor under this Article X 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 Partnership or the Guarantor contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, the Guarantor or its estate in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Partnership, the Guarantor or the Trustee 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 Partnership or the Guarantor under this Indenture, (v) the extension of the time for payment by the Partnership or the Guarantor 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 Partnership or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or the Guarantor 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 Partnership or the Guarantor 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 Partnership or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities, the Guarantee or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) The Guarantor 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 CompanyPartnership or any of, 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 the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Subsidiary the Guarantee shall will not be discharged except by complete performance of the obligations contained in Guarantee. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Notes and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable lawGuarantee is, includingor must be, rescinded or returned for any reason whatsoever, including without limitation, California Civil Code Section 2856. Each Guarantor also agrees to paythe insolvency, in addition to bankruptcy or reorganization of 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 Partnership or the Trustee is required by any court or otherwise to return to the CompanyGuarantor, 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 Subsidiary GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, shall be reinstated deemed to have continued 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 handexistence notwithstanding such application, 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 application 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. . (f) The Subsidiary Guarantee issued by any Guarantor shall be a general unsecured senior obligation subrogated to all rights of such Guarantor the Holders 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 the Trustee against the Partnership in respect of its Subsidiary any amounts paid by the Guarantor pursuant to the provisions 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 all of the Securities and the Guarantee shall be made without set-off, counterclaim, reduction have been paid in full or diminution of any kind or naturedischarged.

Guarantee. Subject to this Article 11, each of the Guarantors hereby, jointly (a) The Guarantor hereby irrevocably and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee Noteholder and to the Trustee on behalf of each Noteholder the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability of this Indentureinterest on, and all other amounts payable under (including any Additional Amounts payable in respect of), the Notes or when and as the obligations of the Company hereunder or thereundersame shall become due and payable, that: (a) the principal of, premium, if any, interest, if any, whether on the Notes will be promptly paid in full when dueStated Maturity, whether at maturityupon acceleration, by acceleration, call for redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Note and of this Indenture. The Guarantor hereby waives its right to require the extension Trustee to pursue or renewalexhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Guarantee. The Guarantee will not be discharged with respect to any Note except by payment in full of the principal thereof, interest thereon and all other amounts payable thereunder (including any Additional Amounts payable in respect thereof), if any, on, the Note guaranteed thereby and all other amounts payable under this Indenture with respect to such Note. If at any time any amount paid on a Note is rescinded or must otherwise be restored, the rights of the Holders of the Notes under the Guarantee will be reinstated with respect to such payment as though such payment had not been made. In case of the failure of the Issuer punctually to pay any such principal or interest the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity, by acceleration acceleration, call for redemption or otherwise. Failing , and as if such payment when due were made by the Issuer. (b) The Guarantor hereby agrees that its obligations under the Guarantee shall be as if it were principal obligor and not merely surety, and shall be enforceable irrespective of any amount so guaranteed invalidity, irregularity 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 agree that their obligations hereunder shall be unconditional, irrespective unenforceability of the validity, regularity or enforceability of the Notes Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Issuer with respect to any provisions hereof thereto by the Noteholders or thereofthe Trustee, the recovery of any judgment against the Company, 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 that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantor increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity of any amount thereon or thereof. 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 CompanyIssuer, any right to require a proceeding first against the CompanyIssuer (including, protestfor the avoidance of doubt, any right which the Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, or interest on, or any other amounts payable under, each Note prior to recourse against the Guarantor or its assets), protest or notice with respect to any Note or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Subsidiary the Guarantee shall will not be discharged with respect to any Note except by complete performance of the obligations contained in the 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 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 the principal thereof and interest thereon and all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, amounts payable thereunder (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding including any stay, injunction or other prohibition preventing such acceleration Additional Amounts payable 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, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guaranteethereof). 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 Company 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 If at any time payment and performance of the Notes are, pursuant to applicable law, any amount paid under such Note is rescinded or reduced in amount, or must be otherwise be restored or returned by any obligee on upon the Notes insolvency, bankruptcy or Subsidiary Guaranteesreorganization of the Issuer, whether the Guarantor's obligations hereunder with respect to such payment shall be reinstated as a “voidable preference,” “fraudulent transfer” of the date of such rescission, restoration or otherwise, all return as though such payment or performance had become due but 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 made at 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 naturetime.

Guarantee. Upon the occurrence of the Effective Date, and from and after the Effective Date, the Escrow Issuer shall cause each Restricted Subsidiary of the Company that guarantees the Senior Credit Facilities to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit E hereto pursuant to which each such Restricted Subsidiary shall become a Guarantor. Subject to this Article 11X, each of the Guarantors hereby, jointly and severally, fully, irrevocably and unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior secured basis, to each Holder of a Note authenticated and delivered by the Trustee or its Authenticating Agent and to the Trustee Trustee, the Agents and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the Guarantees, the Collateral Documents or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee Trustee, the Collateral Agent or any Agent hereunder or thereunder will 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 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 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 under this Indenture or 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 CompanyIssuers, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of 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, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee Trustee, any Agent, or any Holder in enforcing any rights under this Section 11.0110.01. If any Holder Holder, any Agent, 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 Issuers or the Guarantors, then any amount paid by the Company or a Guarantor either to the Trustee Trustee, such Agent, or such Holder, this 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 VI hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Guaranteethe Guarantees. Each Subsidiary Until released in accordance with Section 10.06 hereof, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor Issuers for liquidation or liquidation, reorganization, should the Company or any Guarantor Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s or any other Guarantor’s Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or 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 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 secured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Debt senior Indebtedness 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 11ARTICLE 14, each of the Guarantors hereby, jointly and severally, fully, Guarantor unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, Principal of and Interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of, premium, and interest any other amounts due on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated 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 Guarantor 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 The 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 The Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 guarantorthe Guarantor. Each The 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 covenants covenant that this Subsidiary the Note Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the GuarantorsGuarantor, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary the Note 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 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 ARTICLE 7 hereof for the purposes of this Subsidiary the 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 6ARTICLE 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this Subsidiary 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 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 Company 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 11The Guarantor hereby absolutely, each of the Guarantors hereby, jointly fully and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note 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 Notes 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, if any, on each such Security and the Notes will be promptly paid in full due and punctual payment of any sinking fund payments provided for pursuant to the terms of such 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 overdue principal of and interest on the overdue principal of, premium, and interest on the Noteseach such Security, 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 Notes 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 Subsidiary Guarantee is its obligations hereunder are a general unsecured obligation of such Guarantor and it is a guarantee guaranty of payment and not a guarantee guaranty of collection. Subject to this Article 11, the Guarantors hereby agree that their obligations hereunder collection or performance and shall be unconditionalunconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes 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 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 covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenturein the Guarantees. Each Without limiting the generality of the foregoing, the Guarantor hereby expressly waives all statutory suretyship defenses agrees that it may waive under applicable lawthe obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or transfer in whole or in part of such Security 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, without limitationbut not limited to, California Civil Code Section 2856. Each Guarantor also agrees 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 payenforce 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, in addition either pursuant to the amount stated aboveprovisions 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 all costs and expenses (including reasonable attorneys’ fees and expenses) incurred that such obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder in enforcing of such Security to assert any rights claim or demand or to enforce any remedy under this Section 11.01Indenture 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 any Holder the Trustee or the Trustee 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 the Company or a Guarantor either to the Trustee or such HolderHolder in respect of a Security, this Subsidiary 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 Subsidiary 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, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 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 of the Securities of a particular series against the Company or in respect of any amounts paid by the 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 on account of the Company’s or any other Guarantor’s assets, and shall, Securities of such Series pursuant 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 provisions of the Notes areGuarantees of this Indenture; PROVIDED, pursuant HOWEVER, that the Guarantor shall not be entitled to applicable law, rescinded enforce or reduced in amountto receive any payments arising out of, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guaranteesbased upon, 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 subrogation until the principal of (and future Senior Debt of such Guarantorpremium, if any. Each payment to be made by a Guarantor ) and interest, if any, on all Securities of such series issued hereunder shall have been paid in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturefull.

Guarantee. Subject Guarantor hereby absolutely and unconditionally guarantees to this Article 11, Buyer the due and punctual payment and performance by each Seller of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsSeller’s obligations under the Sale Agreement (the “Guaranteed Obligations”); provided, however, 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 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 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 Notes 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 the 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 hereby. Guarantor covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 11Except as otherwise provided herein, each of the Guarantors hereby, jointly C▇▇▇▇▇ Parent hereby fully and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note Debt 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 Notes or the obligations due and punctual payment of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest, if any, on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, Debt Securities and all other obligations of the Company under this Indenture, including all obligations hereunder of the Company to the Holders Trustee, when and as the same shall become due and payable, whether at the stated maturity, by acceleration, call for redemption, upon a repurchase date 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 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 renewalDebt Securities and of this Indenture. In case of the failure of the Company punctually to make any such payment, C▇▇▇▇▇ Parent hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturitymaturity or by acceleration, by acceleration call for redemption, upon a repurchase date 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 Guarantor C▇▇▇▇▇ Parent 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 agree that their its obligations hereunder shall be absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes Debt Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release (other circumstance than by operation of Article Thirteen), amendment, waiver or indulgence granted to the Company or C▇▇▇▇▇ Parent or any consent to departure from any requirement of any other guarantee of all or any of the Debt Securities or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor C▇▇▇▇▇ Parent hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to the Debt Securities or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that this Subsidiary Guarantee shall will not be discharged in respect of the Debt Securities except by complete performance of the obligations contained in the Notes Debt Securities and this Indenturein such Guarantee or the operation, as applicable, of Article Thirteen. Each Guarantor hereby expressly waives all statutory suretyship defenses C▇▇▇▇▇ Parent agrees that it may waive under if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable lawlaw from exercising their respective rights to accelerate the maturity of the Debt Securities, includingto collect any principal of, without limitationor interest or premium, California Civil Code Section 2856. Each Guarantor also if any, on, the Debt Securities, or to enforce or exercise any other right or remedy with respect to the Debt Securities, C▇▇▇▇▇ Parent agrees to pay, in addition pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder of the Holders. C▇▇▇▇▇ Parent shall be subrogated to all rights of the Holders of the Debt Securities upon which its Guarantee is endorsed against the Company in enforcing respect of any rights under this Section 11.01. If any Holder or amounts paid by C▇▇▇▇▇ Parent on account of the Trustee is required by any court or otherwise to return Debt Securities pursuant to the Companyprovisions of its Guarantee or this Indenture; provided, the Guarantors or any custodianhowever, 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 Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it C▇▇▇▇▇ Parent shall not be entitled to enforce or to receive any payment 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 that, as between the Guarantors, on the one handprincipal of, and the Holders and the Trusteepremium, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyif any, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6interest, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors if any, on, all Debt Securities issued 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 of the Holders under this Subsidiary Guaranteebeen paid in full. Each Subsidiary This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company 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 areDebt Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on holder of the Notes or Subsidiary GuaranteesDebt Securities, 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 payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes Debt 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. In case any Any term or provision of any Subsidiary this Guarantee to the contrary notwithstanding, the aggregate amount of the obligations guaranteed hereunder shall be invalid, illegal reduced to the extent necessary to prevent this Guarantee from violating or unenforceable, becoming voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the validity, legality and enforceability rights 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 naturecreditors generally.

Guarantee. (a) Subject to this Article 11Section 2.11(2), each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantee (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Collateral Agent and Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Debentures or the obligations of the Company hereunder Corporation under this Indenture or thereunder, that: under the Debentures: (ai) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid prompt payment in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on on, the overdue principal of, premium, Debenture Liabilities; (ii) the prompt payment and interest on performance by the Notes, if any, if lawful, Corporation of and all other obligations of the Company Corporation to the Holders Debentureholders or the Trustee hereunder under this Indenture or thereunder will be promptly paid in full or performedunder the Debentures, all in accordance with the terms hereof of the Indenture and thereofthe Debentures; and and (biii) in case of any extension of time of payment or renewal of any Notes Debentures 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 each Guarantor will be jointly and severally obligated to pay and perform 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 agree that their respective obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes Debentures or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder Debentureholders with respect to any provisions hereof of this Indenture or thereofthe Debentures, the recovery of any judgment against the CompanyCorporation, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Guarantor The Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCorporation, any right to require a proceeding first against the CompanyCorporation, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Debentures 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 This Guarantee by the Trustee or any Holder in enforcing any rights under this Section 11.01Guarantor is a guarantee of payment and not of collection. If any Holder Debentureholder or the Trustee is required by any court or otherwise to return to any the Company, Corporation or any of the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Corporation or any of the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such HolderDebentureholder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Debentureholders 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, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 10 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 610, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors Guarantor for the purpose of this Subsidiary Guarantee. The Guarantors shall have . (b) Each Guarantor acknowledges and agrees that the right Trustee may, subject to seek contribution from the terms and conditions of this Indenture: (i) renew or extend all or any non-paying portion of Debenture Liabilities; (ii) make changes in the dates specified for payments of any sums payable under this Indenture or the Debentures; (iii) otherwise modify the terms of this Indenture or the Debentures with the consent of the Corporation; (iv) take and hold the Security for the performance of the Debenture Liabilities and exchange, enforce, waive and release any such Security; (v) enforce the Security and direct the order or manner of sale thereof as Debenture Trustee in its sole discretion may determine if permitted under Article 7; and all of the foregoing without prejudice to or in any way releasing, discharging, terminating, limiting, reducing, lessening, impairing or in any way affecting the obligations of each Guarantor so long under this Guarantee. (c) Each Guarantor hereby waives as against the exercise Trustee to the fullest extent permitted by applicable law, any defence relating to: (i) any defence based upon any incapacity, disability or lack or limitation of such right does status or power of the Guarantor, or any other person or of the directors, officers, employees, partners or agents thereof, or that any other person may not impair be a legal entity; (ii) any change in the existence, structure, constitution, name, control or ownership (iii) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Holders under Trustee to payment of all of any part of the Debenture Liabilities or to take any steps in respect thereof; (iv) any defence arising by reason of any failure of the Trustee to proceed against any other person, to proceed against, apply or exhaust any of the Security held from the Guarantor, or any other person, or to proceed against or to pursue any other remedy in the power of the Trustee whatsoever; (v) the benefit of any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor's obligation in proportion to the principal obligations; (vi) any defence arising by reason of any failure by the Trustee to obtain, perfect or maintain a perfected (or any) Security Interest in or lien or encumbrance upon any Collateral or by reason of any interest of the Trustee 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 Trustee of any right to recourse or collateral; (vii) any defence arising by reason of the failure of the Trustee to marshal any assets; (viii) any dealing whatsoever with the Guarantor, or other Person or any security, or any failure to do so; and (ix) any other circumstances which might otherwise constitute a defence available to, or a discharge of the Guarantor, any other act or omission to act or delay of any kind by the Guarantor or any other person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Subsidiary Guarantee. Section 2.11(2)(c), constitute a legal or equitable discharge, limitation or reduction of the obligations of the Guarantor hereunder (other than the payment or satisfaction in full of all of the Debenture Liabilities). (d) Each Subsidiary Guarantor hereby agrees that its Guarantee shall set forth in Section 2.11(2)(a) will remain in full force and effect until released in accordance with Section 2.11(2)(e). If an officer or director of a Guarantor (or in the case of a Guarantor that is a general partnership, by a director or officer of the general partner of such general partnership) whose signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Debenture, the Guarantee will be valid nevertheless. The delivery of any Debenture by the Corporation, after the authentication thereof hereunder, will constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Guarantor. (e) The Guarantee contemplated hereby constitutes a continuing guarantee and continue remains in full force and effect until (i) satisfaction and discharge of this Indenture as set forth under Article 8; or (ii) upon payment and performance in full and discharge of all Debentures outstanding under this Indenture and all obligations that are then outstanding, due and payable under this Indenture at the time the Debentures are paid in full and discharged. (f) The Guarantee contemplated in this Indenture is in addition to and not in substitution for any other security or guarantee given by anyone whomsoever and shall not prejudice any and all security furnished to the Trustee or any of the Debentureholders by anyone whomsoever, and held by it or them at any time whatsoever. Neither the Debenture Trustee nor any of the Debentureholders shall be effective should bound to rank or marshal its security or to apply such principle to any petition sums of money which it shall be filed by entitled to receive or to other assets upon which it may possess rights. (g) The Trustee shall not be obliged to exercise any of its rights, remedies or recourses against the Corporation or against the Company others, or to discuss 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 Security or any other Guarantor’s assetssecurity which it may hold from time to time, and shall, before being entitled to the fullest extent permitted performance and payment by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance each Guarantor 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 obligations guaranteed hereunder 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 it shall not in any way be affected bound to offer 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 Guarantorto deliver its security, if any, before being paid in full. Each payment Guarantor renounces to be made by a Guarantor in respect the benefits of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturediscussion and division.

Guarantee. Subject to this Article 1112, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 1112, the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 11.0112.01. 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 11Eleven, each of the Guarantors hereby, jointly Parent Guarantor hereby fully and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the Subsidiary Guarantees or the obligations of each of the Company Issuer and the Subsidiary Guarantors hereunder or thereunder, that: : (a1) the principal of, and premium, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, 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 (2) all obligations of each Subsidiary Guarantor under this Indenture and their respective Subsidiary Guarantee (including obligations to the Trustee) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and, in the case of both clauses (1) and (b2) above, in case of any extension of time of payment or renewal of any Notes Notes, any Subsidiary Guarantee 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 Parent Guarantor will be jointly and severally obligated to pay the same immediately. Each The Parent Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and performance and not a guarantee of collection. Subject to this Article 11, the Guarantors All payments under such Parent Guarantee shall be made in U.S. Dollars. (b) The Parent Guarantor hereby agree agrees that their its obligations hereunder shall be as if it was the principal debtor and not merely surety. The Parent Guarantor hereby agrees that its obligation hereunder is unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Subsidiary Guarantees, the absence of any action to enforce the same, any waiver or consent by any Holder 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 The Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer or any Subsidiary Guarantor, any right to require a proceeding first against the CompanyIssuer or any Subsidiary Guarantor, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Parent Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Notes, the Subsidiary Guarantees 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 expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Parent Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer, the Parent Guarantor or the Subsidiary Guarantors, any amount paid by such Person to such Holder or the Company or a Guarantor either to the Trustee or such HolderTrustee, as applicable, then this Subsidiary Parent Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each . (d) The Parent 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 Parent Guarantor further agrees that, as between the Guarantorsit, 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 Subsidiary Parent 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 6Six hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors Parent Guarantor for the purpose of this Subsidiary Parent Guarantee. The Guarantors shall Parent 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 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 Company 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 the terms of this Article 11Article, each of the Guarantors hereby, jointly and severally, fully, Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note 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 Notes or the obligations due and punctual payment of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, interestand interest (including any Additional Interest), if any, on the Notes will be promptly paid in full Securities of such series when dueand as the same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, redemption call for redemption, or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of 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 Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of its payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby 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 Notes 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 by any Holder indulgence granted to the Company with respect to any provisions hereof or thereof, thereto (except that the recovery Guarantor will have the benefit of any judgment against waiver, modification or indulgence granted to the CompanyCompany in accordance with this Indenture), any action to enforce by the same Holder of such Security or the 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 covenants that this Subsidiary Guarantee shall will not be discharged in respect of any Security except by complete performance of the payment obligations contained in the Notes such Security and in this IndentureGuarantee. Each This Guarantee shall constitute a guaranty of payment and not of collection. The 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 paythat, in addition to the amount stated aboveevent of a default in payment of principal, or premium, if any, or interest, if any, on any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred 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 Holder 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 enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court full or otherwise discharged. The Guarantor shall be subrogated to return to all rights of the Company, Holders of the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either Securities upon which its Guarantee is endorsed against the Company or the Guarantors, in respect of any amount amounts paid by the Company or a Guarantor either on account of such Securities pursuant to the Trustee provisions of its Guarantee or such Holderthis Indenture; provided, this Subsidiary Guaranteehowever, to that 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become all Securities issued hereunder which then are due and payable by the Guarantors for the purpose of this 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 Guaranteebeen paid in full. Each Subsidiary This Guarantee shall remain in full force and effect and continue to be effective should notwithstanding any petition be filed by or against the Company or any Guarantor for liquidation or reorganization, should the Company or any Guarantor become becoming insolvent or make making an assignment for the benefit of creditors or should a receiver or trustee be being appointed for all or any significant part of the Company’s or any other Guarantor’s 's property and 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 areany 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 obligee on the Notes or Subsidiary GuaranteesHolder of such Security, 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 such payment, or any part thereof, is rescinded, reduced, restored or returnedreturned on a Security, the Notes such Security shall, to the fullest extent permitted by law, be reinstated and deemed reduced paid 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 1110, each of the Guarantors hereby, jointly and severally, fullyirrevocably and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a suretyon an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, 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 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 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of 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, pay any and all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.0110.01. 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 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 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guaranteethe Guarantees. Each Subsidiary 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 Company or any Guarantor Issuer for liquidation or liquidation, reorganization, should the Company or any Guarantor 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 Company’s or any other GuarantorIssuer’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 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 Indebtedness 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 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, fullyby 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 and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the 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, interest, if any, on the Notes will be promptly paid in performance and 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 interest on the overdue Notes, whether for payment of principal of, premium, and premium or interest on the Notes, if anyexpenses, if lawfulindemnification or otherwise, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with on the terms hereof and thereofset forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable lawIf any Holder or the Trustee is required by any court or otherwise to return to the Issuer, includingthe Guarantors or any custodian, without limitationtrustee, California Civil Code Section 2856liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor also agrees to pay, in addition to the amount stated above, pay any 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 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 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 hereby10.01. 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 VI for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Guarantor that makes a payment for distribution under its Guarantee shall be entitled to 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 petition be filed by or against the Company or any Guarantor Issuer for liquidation or liquidation, reorganization, should the Company or any Guarantor 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 Company’s or any other GuarantorIssuer’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” 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 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 1113, each of the Guarantors Guarantor hereby, jointly and severallyseverally with any other Guarantor, fully, fully and unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations of the Company hereunder or and thereunder, that: (ai) the principal of, premium, if any, interest, if any, of and interest on the 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, premium, of and (to the extent permitted by law) interest on the Notes, if any, if lawfuland the Settlement Amounts upon conversion will be promptly paid and/or delivered in full when due upon conversion, and all other payment obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and 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 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 will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) Each Guarantor hereby 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 agree that their its respective obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 guarantorGuarantor. Each 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 covenants that this Subsidiary its Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. , or pursuant to Section 13.03. (c) Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable lawagrees, includingjointly and severally with any other Guarantor, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the amount stated above, 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 11.01. 13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors a 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 the Company or a any Guarantor either to the Trustee or such Holder, this Subsidiary Guarantee, the Guarantees 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. . (e) Each Guarantor further agrees that, as between the Guarantors, 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 6 of this Indenture for the purposes of this Subsidiary its 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 66 of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this Subsidiary its Guarantee. The Guarantors Each Guarantor 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. the Guarantees. (f) Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor Parent for liquidation or reorganization, should the Company or any Guarantor Parent 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 GuarantorParent’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 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 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 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. . (h) 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. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Note is converted in accordance with this Indenture.

Guarantee. Subject to this Article 11Section 7, each of the Guarantors hereby, jointly and severally, fullyirrevocably and unconditionally, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee Lender and to the Trustee and its successors and assignsAdministrative Agent, irrespective of the validity and enforceability of this IndentureAgreement, the Notes other Loan Documents or the obligations of the Company Borrower hereunder or thereunder, that: (a) the principal of, of and interest and premium, if any, interest, if any, on the Notes will Loans shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the NotesLoans, if any, if lawful, and all other obligations of the Company Borrower to the Holders Lenders or the Trustee Administrative Agent hereunder or thereunder will 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 Notes Loans 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 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Loans, this Agreement or this Indenturethe other Loan Documents, the absence of any action to enforce the same, any waiver or consent by any Holder Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, 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 CompanyBorrower, any right to require a proceeding first against the Companysuch Holdings, protest, notice and all demands whatsoever and covenants that this Subsidiary Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes Loans, this Agreement 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 2856the other Loan Documents. Each Guarantor also agrees to pay, in addition to the amount stated above, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee Administrative Agent, the Collateral Agent or any Holder Lender in enforcing any rights under this Section 11.017.1. If any Holder Lender, the Administrative Agent or the Trustee Collateral Agent is required by any court or otherwise to return to the CompanyBorrower, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Borrower or the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee Administrative Agent, the Collateral Agent or such HolderLender, this 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 Lenders 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 Lenders, the Administrative Agent and the TrusteeCollateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 11 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Section 11 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 Lenders under this Subsidiary Guaranteethe Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor Borrower for liquidation or liquidation, reorganization, should the Company or any Guarantor Borrower 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 GuarantorBorrower’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 areLoans is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes Loans 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, thereof is rescinded, reduced, restored or returned, the Notes Loans 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 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 secured senior obligation of such Guarantor and shall be pari passu rank equally in right of payment with all existing and future Senior Debt Indebtedness 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(a) The Guarantor hereby irrevocably, each of the Guarantors hereby, jointly absolutely and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and as a guarantor of payment and performance, and not merely as a suretysurety or guarantor of collection, to each Holder of a Note authenticated the Obligees and delivered their successors, permitted assigns and transferees the due, complete and punctual payment of all amounts which are or may become due and payable by the Trustee Lessee subject to any applicable grace period, and to the Trustee due, complete and its successors punctual performance of all other agreements and assigns, irrespective undertakings of the validity Lessee, under the Guarantee Documents, together with all claims for damages arising from or in connection with the failure punctually and enforceability of this Indenturecompletely to pay or perform such obligations (such obligations being herein collectively called the "Guarantee Obligations"). In furtherance and not in limitation hereof, the Notes Guarantor does hereby agree that in the event that the Lessee does not or is unable to punctually and completely pay or perform subject to any applicable grace period the Guarantee Obligations for any reason (including, without limitation, because of the liquidation, dissolution, receivership, insolvency, bankruptcy, general assignment for the benefit of the creditors, reorganization, arrangement, composition or readjustment of or other similar proceedings affecting the status, existence, assets or obligations of, the Lessee, or the obligations limitation of damages from the breach or the disaffirmance of any of the Company hereunder Guarantee Obligations in any such proceeding or thereunderthe operation of any other law or other legal proceeding or otherwise), that: the Guarantor shall pay the rent or other amounts provided to be paid by the Lessee under the Lease or other Guarantee Documents (the "Rent") or such other sums or amounts equal thereto (it being the intention hereof that (a) the principal ofGuarantor shall pay to each Obligee to which the Rent or other sums or amounts equal thereto are owing, premiumas a payment obligation due directly from the Guarantor to such Obligee, if anyamounts equal to all Guarantee Obligations constituting payment obligations which the Lessee fails to pay promptly to such Obligee subject to any applicable grace period, interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, as and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, (whether at stated maturity, by acceleration acceleration, or otherwise. Failing ) or otherwise provide for and bring about such prompt payment subject to any applicable grace period, as and when due, and (b) as to Guarantee Obligations not requiring the payment of money, as a performance obligation due of directly from the Guarantor to any amount so guaranteed or any performance so guaranteed for whatever reasonObligee, the Guarantors Guarantor shall be jointly and severally obligated to pay punctually perform such other Guarantee Obligations for the same immediately. Each Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation benefit of such Guarantor and it is Obligee). (b) Notwithstanding any provision to the contrary contained herein or in any other Operative Agreement, upon the occurrence of (i) (x) a guarantee of payment and not a guarantee of collection. Subject to this Article 11, the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder Bankruptcy Default 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 covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyLessee, and (y) a failure by the Guarantor to perform its obligations under this Guarantee Agreement, or (ii) (x) a Bankruptcy Default with respect to the Lessee, and (y) a Bankruptcy Default with respect to the Guarantor, the Guarantor agrees, irrespective of whether in fact the event of any declaration of acceleration Lease remains in effect during such bankruptcy case or the Lessee is complying with its payment and performance obligations under the Lease after the occurrence of such obligations as provided Bankruptcy Default with respect to the Lessee, to pay in Article 6satisfaction of the Guarantee Obligations due under this Guarantee Agreement, such obligations an amount equal to the sum of (whether or not due and payablei) shall forthwith become due and the Stipulated Loss Value that would have been payable by the Guarantors for Lessee under Section 20.6 of the purpose Lease if such Lease had been terminated on the date of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise occurrence of such right does not impair Bankruptcy Default with respect to the rights Lessee plus (ii) all other Guarantee Obligations which are then due or thereafter become payable, minus (iii) any Basic Rent, Additional Rent or other payments included in the foregoing amounts paid by or on behalf of the Holders Lessee up to the date payment in full is made by the Guarantor 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 Company 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 natureSection 2.01(b).

Guarantee. Subject to this Article 11Eleven, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as guarantees on a primary obligor and not merely as a surety, senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, of and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 Subject to Section 7.06 hereof, each Guarantor hereby waives waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 Seven hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Seven hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 1110 [SUBSIDIARY GUARANTEES], each the Subsidiaries of the Company listed on the signature pages hereto as Guarantors, and if and to the extent any Subsidiary subsequently Guarantees obligations under the Credit Facility the Company will cause such Subsidiary to become a Guarantor of the Notes and execute a supplemental indenture in the form attached hereto as Exhibit E. Each of the Guarantors herebyshall, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (ai) the principal of, premium, if any, interestand interest on, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on on, the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Guaranteed or any performance so guaranteed Guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees shall agree 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 . (b) The Guarantors hereby shall agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 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 covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Guarantor agrees shall agree 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 shall further agrees agree 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 [DEFAULTS AND REMEDIES] hereof for the purposes of this Subsidiary 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 66 [DEFAULTS AND REMEDIES] hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 the 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 Company 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 (a) To induce the Lenders to this Article 11make the Loans, each of the Guarantors hereby, jointly and severally, fullyGuarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally with all other Guarantors, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated the full and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full punctual payment when 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 Secured 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 against Borrowers, whether now or hereafter existing, and whether due or to become due, including principal, interest on (including interest at the overdue principal of, premium, and interest on contract rate applicable upon default accrued or accruing after the Notes, if any, if lawful, and all other obligations commencement of any proceeding under Title 11 of the Company to United States Code (the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal“Bankruptcy Code”), whether at stated maturityor not such interest is an allowed claim in such proceeding), by acceleration or otherwisereasonable fees and costs of collection. 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 This Guarantee is a general unsecured obligation of such Guarantor and it is Agreement constitutes a guarantee of payment and not a guarantee of collection. Subject to this Article 11. (b) Each Guarantor further agrees that, the Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of if (i) any action to enforce the same, any waiver or consent payment made by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Borrowers or any other circumstance which might Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise constitute a legal required to be refunded or equitable discharge repaid or defense (ii) the proceeds of a guarantor. Each Guarantor hereby waives diligenceCollateral are required to be returned by any Guarantied Party to Borrowers, presentmentor their respective estates, demand of paymenttrustees or receivers or any other party, filing of claims with a court in the event of insolvency or including any Guarantor, under any bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 equitable cause 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 Companyother Requirement of Law, 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 Subsidiary Guaranteethen, to the extent theretofore dischargedof such refund, return or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) 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 Agreement shall have been cancelled or surrendered, this Guarantee Agreement 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration amount of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 naturepayment.

Guarantee. (a) Subject to this Article 11, each of the Guarantors hereby, jointly Guarantor(s) hereby (and severally, fullysubject in all cases to the guarantee limitations set forth in Section 11.02), unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a 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 Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (ai) the principal of, premiumpremium on, if any, interestinterest and Additional Amounts, if any, on on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notespremium on, if any, interest and Additional 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 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 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 . (b) The Guarantor(s) hereby agree that their obligations hereunder shall be is unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, 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 the Company or a Guarantor either to the Trustee or such Holder, this 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 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 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 66 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 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 Company 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 the other provisions of this Article 1110, each of the Guarantors Subsidiary Guarantor hereby, jointly and severally, fully, irrevocably and unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior unsecured basis, to each Holder of a 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 Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a1) the principal of, premium, if any, interest, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, 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 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 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 . (b) Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants that this Subsidiary any Note Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 natureSection 10.06.

Guarantee. (a) Subject to this Article 1110 (including Section 10.06(a)), each of the Guarantors Guarantor hereby, jointly and severally, fullyirrevocably and unconditionally Guarantees, unconditionally and irrevocably guarantees, as on a primary obligor and not merely as a suretysenior unsecured basis, to each Holder of a 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 Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a1) the principal ofprincipal, premium, if any, interest, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations Obligations of the Company Issuers 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 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 Issuers when due of any amount so guaranteed Guaranteed or any performance so guaranteed 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 Guarantee of payment and not a guarantee Guarantee of collection. Subject to this Article 11, the . (b) The Guarantors hereby agree (subject to Section 10.06(a)) that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 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 or the Co-Issuer, any right to require a proceeding first against the CompanyIssuer or the Co-Issuer, protest, notice and all demands whatsoever and covenants that this Subsidiary Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. , or pursuant to Section 10.06. (c) Each Guarantor hereby expressly waives all statutory suretyship defenses that it may waive under applicable lawof the Guarantors also agrees, includingjointly and severally, without limitation, California Civil Code Section 2856. Each Guarantor also agrees to pay, in addition to the amount stated above, 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 11.01. 10.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary Note 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 Guaranteed hereby until payment in full of all obligations guaranteed 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 Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary 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, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guarantee. . (f) Each Subsidiary Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company or any Guarantor Issuer of the Co-Issuer for liquidation or reorganization, should the Company Issuer or any Guarantor 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 CompanyIssuer’s or any other GuarantorCo-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 Subsidiary this 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 Subsidiary 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. 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. . (h) Each payment to be made by a Guarantor in respect of its Subsidiary a Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) All 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 a 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 Guarantor from the other Contributing Guarantors as contributions under this Section 10.01. The amounts payable as contributions hereunder shall be determined as of the 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, each Guarantor’s obligations under its Note Guarantee.

Guarantee. (a) Subject to this Article 1110, each of the Guarantor and any future Domestic Subsidiaries that are required to become Guarantors under this Indenture as described in Section 4.18 hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Special Interest, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwiseotherwise (including any interest, and interest if lawful, on the overdue principal of, premium, and interest on the Notesor Special Interest, if any, if lawful, on the Notes) and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder under the Notes 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 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 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 Subsidiary 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 Subsidiary 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Note 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 Company 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 Guarantor hereby absolutely and unconditionally guarantees to this Article 11, Buyer the due and punctual payment and performance by each Seller of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsSeller’s obligations under the Sale Agreement (the “Guaranteed Obligations”); provided, however, 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 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 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 Notes 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 the 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 guarantorsurety 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 of any defense with respect to the Guaranteed Obligations (other than a defense existing solely as a result of a Seller’s bankruptcy, insolvency 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 * The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission. Each 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 hereby waives diligence, presentment, 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 hereby. Guarantor covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 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 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this 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 Company 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 1110, each of the Guarantors Guarantors, if any, hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a 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 Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (ai) the principal of, Additional Amounts and premium, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal ofof and interest, Additional Amounts and premium, and interest on the Notes, if any, if lawful, on the 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 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 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 . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 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 Company Issuer or a Guarantor either the Guarantors to the Trustee or such Holder, this Subsidiary 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 Subsidiary 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, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary the Note 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 Company 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 of the Guarantors hereby, jointly and severally, fully, (a) Each Guarantor hereby unconditionally and irrevocably guaranteesguarantees to the Lender the due and punctual payment and performance of the Obligations and agrees on written demand of the Lender, following the occurrence of an Event of Default, to perform or discharge the Obligations which have not been fully performed or discharged at the times and in the manner provided for in this Agreement. (b) Without prejudice to the rights of the Lender against any Borrower, each Guarantor unconditionally and irrevocably agrees that, as a primary obligor between the Lender and itself, it will be liable as principal debtor in respect of the performance of the Obligations and not merely as a suretysurety and, accordingly, each Guarantor shall be fully liable forthwith on demand by the Lender, following the occurrence and during the continuance of an Event of Default, to each Holder of a Note authenticated and delivered by perform or discharge the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder shall be unconditional, Obligations irrespective of the validity, regularity effectiveness or enforceability of the Notes or this Indenture, the absence of Obligations against any action to enforce the same, any waiver or consent by any Holder 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 fact or circumstances which would or might otherwise constitute a legal or equitable discharge of or defense of defence to a guarantor. Each Guarantor hereby waives diligenceguarantor or surety. (c) As a separate and independent obligation, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy if any of the Company, any right to require a proceeding first against the Company, protest, notice Obligations are not duly and all demands whatsoever and covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the 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 punctually paid by the Company Borrowers and performed by any of the Guarantors under Section 10(a) for any reason whatsoever, each Guarantor unconditionally and irrevocably agrees to indemnify and save the Lender harmless from and against any losses which the Lender may suffer or incur from the failure of the Borrowers to duly perform such Obligations. (d) The Guarantee of the Obligations is a continuing guarantee and shall remain in effect until all of the Obligations existing or arising or which may arise under or by virtue of the Obligations shall have been paid, performed or discharged in full. (e) Each Guarantor either waives any rights it may have as surety under any Applicable Law which may at any time be inconsistent with any of the provisions hereof or which it may have of first requiring the Lender to proceed against or claim performance or payment from any Borrower or any other Person. (f) The Lender, without notice to any Guarantor and without discharging, prejudicing or affecting the Trustee obligations of any Guarantor hereunder, may (i) grant time, indulgences, concessions, releases and discharges or such Holderany financial accommodation to any Borrower; (ii) take, hold, fail to take or hold, vary, deal with, realize, enforce, release or determine not to enforce, perfect or release any other guarantee, indemnity or security for all or any of the Obligations; or (iii) effect compositions from, and otherwise deal with, any Borrower and all other Persons as the Lender may see fit and generally may otherwise do or omit to do any act or thing which, but for this Subsidiary Guaranteeprovision, might operate to discharge, prejudice or affect the extent theretofore discharged, shall be reinstated in full force and effect. obligations of any Guarantor hereunder. (g) Each Guarantor agrees that it shall not be entitled the liability of such Guarantor under this Guarantee is absolute and unconditional irrespective of: (i) the lack of validity or enforceability of any terms of any of the Credit Documents; (ii) any contest by any Borrower or any other Person as to the amount of the Obligations, the validity or enforceability of any terms of the Credit Documents or the perfection or priority of any Security; (iii) any defence, counter claim or right of set-off available to any right Borrower; (iv) any release, compounding or other variance of subrogation in relation to the Holders in respect liability of any obligations guaranteed hereby until payment Borrower or any other Person liable 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 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction manner under or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and Obligations or the extinguishment of all or any part of the Obligations by operation of law; (yv) any change in the event time or times for, or place or manner or terms of payment or performance of the Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which the Lender may grant to any Borrower or any other Person; (vi) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any increase in the amounts available thereunder or the inclusion of an additional borrower thereunder), or other action or inaction under, the Credit Documents or any other related document or instrument, or the Obligations; (vii) any discontinuance, termination or other variation of any declaration terms or conditions of acceleration any transaction with, any Borrower or any other Person; (viii) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of any Borrower, any Guarantor or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any Borrower, any Guarantor or their respective businesses; (ix) any dealings with the security which the Lender holds or may hold pursuant to the terms and conditions of the Credit Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (x) any limitation of status or power, disability, incapacity or other circumstance relating to any Borrower, any Guarantor, or any other Person, including any Insolvency Event involving or affecting any Borrower, any Guarantor, or any other Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such obligations as provided in Article 6proceeding, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors Guarantor shall have notice or knowledge of any of the right foregoing; (xi) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Credit Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (A) any Governmental Authority that amends, varies, reduces or otherwise affects, or purports to seek contribution from amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of any Guarantor under this Guarantee, or (B) any court order that amends, varies, reduces or otherwise affects any of the Obligations; (xii) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-paying Guarantor so long as the exercise perfection or unenforceability of such right does not impair the rights any security held by or on behalf 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 Company Lender, or any Guarantor for liquidation or reorganizationof them, should the Company or any Guarantor become insolvent exercise or make an assignment for enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the benefit manner or procedure by which the Lender realizes on such security; (xiii) any application 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, sums received to the fullest extent permitted by lawObligations, 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, and any change in such application; and (xiv) any other circumstances which might otherwise constitute a defence available to, or a discharge of, any Guarantor, any Borrower or any other Person in respect of the Obligations or this Guarantee. (h) Subject only to any demand expressly required pursuant to Sections 10(a) and (b), each Guarantor hereby waives notice of the acceptance of this Guarantee and of presentment, demand and protest and notices of non-payment and dishonour and any other demands and notices required by any Applicable Law. (i) From the date or dates upon which any demand is rescindedmade against any Guarantor under this Section 10 until the Obligations have been performed and discharged in full, reduced, restored no Guarantor shall (i) claim any set-off or returned, counterclaim against any Borrower; (ii) make or enforce any claim or right (including a right of subrogation or contribution) against any Borrower to prove in competition with the Notes shall, Lender in the event of an Insolvency Event of any Borrower or in respect of any outstanding liability of any Borrower hereunder; or (iii) in competition with the Lender claim the benefit of any security or guarantee now or hereafter held by or on behalf of the Lender for any money or liabilities due or incurred by any Borrower to the fullest extent permitted by lawLender or any share therein. (j) The Lender shall not be obligated before taking any steps to enforce this Guarantee (i) to take any steps or proceedings or other action whatsoever or obtain any judgment against any Borrower or any other Person in any court or tribunal, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored (ii) to make or returned. In case file any provision claim in an Insolvency Event in respect of any Subsidiary Guarantee Borrower or any other Person, (iii) to exercise any diligence against any Borrower, or (iv) resort to any other means of payment. (k) Nothing herein contained shall restrict or adversely affect or be invalid, illegal construed to restrict or unenforceable, adversely affect any right which the validity, legality and enforceability of the remaining provisions shall not in Lender may have to set-off any way be affected or impaired thereby. The Subsidiary Guarantee issued Obligations owed by any Guarantor shall be a general unsecured senior obligation under this Guarantee to the Lender against any obligations owed by the Lender to any Guarantor, regardless of the place of payment or currency 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 natureObligations.

Guarantee. (a) Subject to this Article 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Special Interest, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will 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 . (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants covenant that this Subsidiary Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) 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 Subsidiary 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 Subsidiary 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 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Note 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 this Subsidiary the Note 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 Company 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 11Ten, each of the Subsidiary Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: : (a1) the principal of, and premium, if any, interestand interest on, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, 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 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 Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and performance and not a guarantee of collection. Subject to this Article 11, the Guarantors All payments under such Subsidiary Guarantee shall be made in U.S. Dollars. (b) Each Subsidiary Guarantor hereby agree 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 Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 covenants covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 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 expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, 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 such Person to such Holder or the Company or a Guarantor either to the Trustee or such HolderTrustee, as applicable, then this 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 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 6Six 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 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 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 Company 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 1110, each of the Guarantors hereby, jointly and severally, fully, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to each Holder of a 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 Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, interest and premium, if any, interest, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors 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 agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, 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 covenants that this Subsidiary Note Guarantee shall not be discharged except by complete performance of the obligations contained in the 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, 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 11.0110.01. 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 Subsidiary 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 for the purposes of this Subsidiary 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, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary 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 this Subsidiary Guaranteethe Note Guarantees. Each Subsidiary Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company 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 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 Subsidiary Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality 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 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.