Common use of Guarantees Clause in Contracts

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. (a) Subject to this Article Twelvethe provisions of Section 6.1(b), each Guarantor jointly and severally, Borrower hereby unconditionally and irrevocably guarantees to the Notes and obligations Administrative Agent, for the ratable benefit of the Issuer hereunder Lenders and thereundertheir respective successors, indorsees, transferees and guarantees to assigns, the prompt and complete payment by each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: other Borrower when due (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, ) of the Obligations owing by such other Borrower. (b) Anything in the case of clauses (1) and (2) above, this Article VI to the limitation set forth contrary notwithstanding, the maximum liability of each Borrower (other than a Borrower which is guaranteeing the Obligations of its Subsidiaries) under this Article VI shall in Section 12.04 hereof. Each Guarantor hereby agrees (no event exceed the amount which can be guaranteed by such Borrowing Subsidiary under 61 57 applicable federal and state laws relating to the extent permitted insolvency of debtors. (c) Each Borrower agrees that the Obligations owing by applicable law) that its obligations hereunder shall be unconditional, irrespective any other Borrower may at any time and from time to time exceed the amount of the validity, regularity liability of such other Borrower under this Article VI without impairing the guarantee of such Borrower under this Article VI or enforceability affecting the rights and remedies of the Notes Administrative Agent or any Lender under this Indenture, Article VI. (d) No payment or payments made by any Borrower or any other Person or received or collected by the absence Administrative Agent or any Lender from any Borrower or any other Person by virtue of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same proceeding or any other circumstance which might otherwise constitute a legal set-off or equitable discharge appropriation or defense of a Guarantor. Each Guarantor hereby waives (application, at any time or from time to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees thattime, in the event reduction of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderthe Obligations shall be deemed to modify, whether at its Stated Maturityreduce, by acceleration, purchase release or otherwise, legal proceedings may be instituted by otherwise affect the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each liability of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to Borrowers under this Article TwelveVI which shall, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In payments, continue until the event Obligations are paid in full and the Commitments are terminated. (e) Each Borrower agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any part thereofLender on account of its liability under this Article VI, it will notify the Administrative Agent in writing that such payment is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by made under this Article VI for such amount paid and not so rescinded, reduced, restored or returnedpurpose.

Guarantees. Subject to the provisions of this Article Twelve, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, thatthe Holders: (1i) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and accrued interest on any each Security, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, and the due and punctual payment of interest on the overdue principal of and interest, if any, on the Securities, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, otherwise (the obligations in the case of clauses subsections (1i) and (2ii) above, to hereof being the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor“Guaranteed Obligations”). Each Guarantor hereby waives (to the extent permitted by law) the benefits of it may legally do so diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, the benefit of discussion, protest or notice with respect to any other Person, protest, notice such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that the its Guarantee of such Guarantor shall will not be discharged as to any Note such Security except by complete performance payment in full of the obligations contained principal thereof and interest thereon and as provided in such NoteSection 401, this Indenture Section 1402 and such GuaranteeSection 1403. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each The maturity of the Guarantors hereby agrees that, Securities may be accelerated as provided in Article Five for the purposes of this Article Twelve. In the event of a default any declaration of acceleration of such obligations as provided in payment Article Five, the Securities (whether or not due and payable) shall forthwith become due and payable by each Guarantor jointly and severally, for the purpose of principal (or premiumthis Article Twelve. In addition, if any) or interest on such Note or in payment without limiting the foregoing provisions, upon the effectiveness of any other obligations hereunderan acceleration under Article Five, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee shall promptly make a demand for payment on behalf of itself the Securities under each Guarantee provided for in this Article Twelve. If the Trustee or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee Security is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer Company or any such Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security, the Guarantee of each of the Guarantorsthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each Guarantorit, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor its Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. Each Guarantor hereby further agrees that its obligations under this Indenture and the Securities shall be unconditional, and (2) in regardless of the event validity, regularity or enforceability of this Indenture or the Securities, the absence of any acceleration action to enforce this Indenture or the Securities, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Securities, any modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to enforce any such judgment, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor that makes or is required to make any payment in respect of its Guarantee shall be entitled to seek contribution from the other Guarantors to the extent permitted by applicable law; provided that each Guarantor agrees that any such claim for contribution that such Guarantor may have against any other Guarantor shall be subrogated to the prior payment in full, in cash, of all obligations owed to Holders under or in respect of the Securities. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any collateral that any such Holder or the Trustee on behalf of such obligation as provided in Article Five hereofHolder hereafter acquires, such obligations (whether or not due such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and payablethe principal of (and premium, if any) and interest on the Securities shall forthwith become due and payable by each not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the purpose of benefit of, and held in trust for the Guarantee of such Guarantor. Each Guarantee benefit of, the Holders, and shall remain in full force and effect and continue forthwith be paid to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment Trustee for the benefit of creditors or should a receiver or trustee the Holders to be appointed for all or any significant part credited and applied upon the principal of (and premium, if any) and interest on the Securities. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Issuer’s assets, Securities pursuant to this Indenture and shall, that the waivers set forth in this Section 1202 are knowingly made in contemplation of such benefits. Each Guarantee set forth in this Section 1202 shall not be valid or become obligatory for any purpose with respect to a Security until the fullest extent permitted certificate of authentication on such Security shall have been signed by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance on behalf of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedTrustee.

Guarantees. Subject to this Article TwelveThe Guarantor hereby irrevocably, each Guarantor unconditionally, and absolutely guarantees, jointly and severallyseverally and on a continuing basis, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated Securities as and delivered by for the TrusteeGuarantor’s own debt, until final and indefeasible payment of the amounts referred to the Trustee for itself and on behalf of such Holder, that: in Clause (1a) below have been made: (a) the due and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether Securities at Stated Maturity, by acceleration or otherwise (including any time outstanding and the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulall other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under this Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 hereof), in each case when and as the same shall become due and payable, whether at maturity, by acceleration, by redemption or otherwise and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performedCompany hereunder, all in accordance with the terms and provisions hereof and thereof; and (b) the punctual and (2) in case faithful performance, keeping, observance and fulfillment by the Company of any extension of time of payment or renewal of any Notes or of any such other obligationsall duties, the same shall be paid in full when due or performed in accordance with the terms agreements, covenants and obligations of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in Company under this Indenture and the case Securities. All of clauses (1) and (2) above, to the limitation obligations set forth in Clause (a) and Clause (b) of this Section 12.04 hereof. Each 16.1 are referred to herein as the “Guarantees.” Such Guarantees will constitute guarantees of payment, performance and compliance and not merely of collection. (c) The Guarantor hereby further agrees (to waive presentment to, demand of payment from and protest to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Company or any other circumstance which might otherwise constitute a legal or equitable discharge or defense Person, and also waives diligence, notice of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits acceptance of diligenceits Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, Company or any other Person and any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that . The obligations of the Guarantee of such Guarantor shall not be discharged as to affected by any Note except by complete performance failure or policy on the part of the obligations contained in such Note, Trustee to exercise any right or remedy under this Indenture and such Guarantee. Each Guarantor acknowledges that or the Guarantee is a guarantee Securities of payment, performance and compliance when due and not of collection. Each any series. (d) The obligation of the Guarantors hereby agrees that, in the event of a default in Guarantor to make any payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings hereunder may be instituted satisfied by causing the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights Person to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, make such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holderspayment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Issuer Company or any the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer Company or any the Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (e) The Guarantor further also agrees that, as between each Guarantor, on the one hand, to pay any and the Holders all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee on or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the other hand, (1) subject to this Article Twelvecontrary notwithstanding, the Maturity maximum aggregate amount of the obligations Guarantees shall not exceed the maximum amount that can be guaranteed hereby may be accelerated as provided in Article Five hereof for by the purposes of Guarantor without rendering the Guarantee of such Guarantor notwithstanding any stay, injunction under this Indenture voidable under applicable law relating to fraudulent conveyance or other prohibition preventing such acceleration in respect of fraudulent transfer or similar laws affecting the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit rights of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedgenerally.

Guarantees. Subject to this Article Twelve(a) Each Guarantor, each Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees the Notes Securities and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note Security authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: that (1i) the principal of (and premium, if any) and interest on the Notes Securities will be paid in full when due, whether at Stated Maturitythe Final Maturity Date or a Fundamental Change Purchase Date, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the any automatic stay under Section 362(a) provision of the any Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedperformed or observed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes Securities or of any such other obligations, the same shall will be paid in full when due or performed or observed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Final Maturity Date or a Fundamental Change Purchase Date, by acceleration or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 11.03 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its 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 Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (b) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note Securities except by complete performance of the obligations contained in such Notetherein, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderSecurity, whether at its Stated Maturitythe Final Maturity Date or a Fundamental Change Purchase Date, by acceleration, purchase acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the NotesSecurities, to collect interest on the NotesSecurities, or to enforce or exercise any other right or remedy with respect to the NotesSecurities, such Guarantor shall will pay to the Trustee for the account of the HolderHolders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any GuarantorGuarantor , any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve11, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 7 hereof for the purposes of the Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. . (d) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’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 Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesSecurities, 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 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. (e) To evidence its Guarantee, each Guarantor hereby agrees that a Notation of Guarantee substantially in the form attached as Exhibit B hereto will be endorsed by an Officer of such Guarantor on each Security authenticated and delivered to the Trustee and that this Indenture or a supplemental indenture to this Indenture in substantially the form of Exhibit C hereto will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee will remain in full force and effect notwithstanding any failure to endorse on each Security a Notation of Guarantee. The delivery of any Security by the Trustee, after the authentication thereof hereunder, will be deemed to constitute due delivery of the Notation of Guarantee set forth in this Indenture by the Guarantors.

Guarantees. Subject to this Article TwelveThe Guarantor hereby irrevocably, each Guarantor unconditionally, and absolutely guarantees, jointly and severallyseverally and on a continuing basis, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated Securities as and delivered by for the TrusteeGuarantor’s own debt, until final and indefeasible payment of the amounts referred to the Trustee for itself and on behalf of such Holder, that: in Clause (1a) below have been made: (a) the due and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether Securities at Stated Maturity, by acceleration or otherwise (including any time outstanding and the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulall other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under this Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 hereof), in each case when and as the same shall become due and payable, whether at maturity, by acceleration, by redemption or otherwise and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performedCompany hereunder, all in accordance with the terms and provisions hereof and thereof; and (b) the punctual and (2) in case faithful performance, keeping, observance and fulfillment by the Company of any extension of time of payment or renewal of any Notes or of any such other obligationsall duties, the same shall be paid in full when due or performed in accordance with the terms agreements, covenants and obligations of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in Company under this Indenture and the case Securities. All of clauses (1) and (2) above, to the limitation obligations set forth in Clause (a) and Clause (b) of this Section 12.04 hereof. Each 15.1 are referred to herein as the “Guarantees.” Such Guarantees will constitute guarantees of payment, performance and compliance and not merely of collection. (c) The Guarantor hereby further agrees (to waive presentment to, demand of payment from and protest to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Company or any other circumstance which might otherwise constitute a legal or equitable discharge or defense Person, and also waives diligence, notice of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits acceptance of diligenceits Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, Company or any other Person and any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that . The obligations of the Guarantee of such Guarantor shall not be discharged as to affected by any Note except by complete performance failure or policy on the part of the obligations contained in such Note, Trustee to exercise any right or remedy under this Indenture and such Guarantee. Each Guarantor acknowledges that or the Guarantee is a guarantee Securities of payment, performance and compliance when due and not of collection. Each any series. (d) The obligation of the Guarantors hereby agrees that, in the event of a default in Guarantor to make any payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings hereunder may be instituted satisfied by causing the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights Person to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, make such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holderspayment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Issuer Company or any the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer Company or any the Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (e) The Guarantor further also agrees that, as between each Guarantor, on the one hand, to pay any and the Holders all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee on or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the other hand, (1) subject to this Article Twelvecontrary notwithstanding, the Maturity maximum aggregate amount of the obligations Guarantees shall not exceed the maximum amount that can be guaranteed hereby may be accelerated as provided in Article Five hereof for by the purposes of Guarantor without rendering the Guarantee of such Guarantor notwithstanding any stay, injunction under this Indenture voidable under applicable law relating to fraudulent conveyance or other prohibition preventing such acceleration in respect of fraudulent transfer or similar laws affecting the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit rights of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedgenerally.

Guarantees. Subject to this Article TwelveXII, each Guarantor of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principal of (and of, premium, if any) , and interest on the Notes will shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principalprincipal of and interest on the Notes, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Issuer 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 (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration pursuant to Section 4.02 hereof or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (i) any principles or provisions of law, statutory or otherwise, subjectwhich are or might be in conflict with the terms of the Guarantees and any legal or equitable discharge of such Guarantor's obligations hereunder, however(ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement hereof, in the case of clauses (1iii) any rights to set-offs, recoupments and counterclaims and (2iv) abovepromptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or Lien on any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Guarantees or any agreement related thereto, and notices of any extension of credit to the limitation set forth in Section 12.04 hereofCompany and any right to consent to any thereof; (g) to the extent permitted under applicable law, the benefits of any "One Action" rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guarantees. Each Guarantor hereby agrees (to the extent permitted by applicable law) covenants that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture its Guarantee and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any GuarantorCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantorthe Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Guarantee of each of the Guarantorsthis 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 each Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Section 4.02 hereof for the purposes of the Guarantee of such Guarantor this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (2y) in the event of any declaration of acceleration of such obligation obligations as provided in Article Five Section 4.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Guarantee. The Guarantors shall have the Guarantee right to seek contribution from any non-paying Guarantor so long as the exercise of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against right does not impair the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part rights of the Issuer’s assets, and shall, to Holders under the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedGuarantee.

Guarantees. Subject to (a) Section 1111 of the Base Indenture shall be amended as follows solely for the benefit of the Holders of the Notes; provided that this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations Six shall not become part of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of any other series of Securities: (i) the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder second paragraph shall be unconditional, irrespective of superseded in its entirety by the validity, regularity or enforceability of following language: “Notwithstanding 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees thatforegoing, in the event of (a) a default in payment sale or other disposition of principal (all or premium, if any) or interest on such Note or in payment substantially all of the assets of any other obligations hereunder, whether at its Stated MaturitySubsidiary Guarantor, by accelerationway of merger, purchase consolidation or otherwise, legal proceedings may be instituted by the Trustee on behalf otherwise or (b) a sale or other disposition of itself all or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each substantially all of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or capital stock of any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either then the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration a sale or other disposition, by way of such obligation as provided in Article Five hereofa merger, such obligations (whether consolidation or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose otherwise, of all or substantially all of the Guarantee capital stock of such Subsidiary Guarantor. Each ) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of the Subsidiary Guarantor) will be released and relieved of any obligations under its Guarantee, except in the event of a sale or other disposition to the Company or any other Subsidiary Guarantor.”; and (ii) the following language shall be added to the end of the third paragraph: “Notwithstanding the foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its Guarantee, and such Guarantee shall remain in full thereupon terminate and be discharged and of no further force and effect effect, upon the merger or consolidation of any Subsidiary Guarantor with and continue into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor.” (b) Section 1102 of the Base Indenture shall be effective should any petition be filed superseded in its entirety by or against the Issuer for liquidationfollowing language with respect to, reorganization, should the Issuer become insolvent or make an assignment and solely for the benefit of creditors or should a receiver or trustee be appointed for all or any significant the Holders of the Notes; provided that this Section 1102 shall not become part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at terms of any time payment and performance other series of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.Securities:

Guarantees. Subject to this Article TwelveThe Guarantor hereby irrevocably, each Guarantor unconditionally, and absolutely guarantees, jointly and severallyseverally and on a continuing basis, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated Securities as and delivered by for the TrusteeGuarantor’s own debt, until final and indefeasible payment of the amounts referred to the Trustee for itself and on behalf of such Holder, that: in clause (1a) below have been made: (a) the due and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether Securities at Stated Maturity, by acceleration or otherwise (including any time outstanding and the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulall other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under this Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 hereof), in each case when and as the same shall become due and payable, whether at maturity, by acceleration, by redemption or otherwise and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performedCompany hereunder, all in accordance with the terms and provisions hereof and thereof; and (b) the punctual and (2) in case faithful performance, keeping, observance and fulfillment by the Company of any extension of time of payment or renewal of any Notes or of any such other obligationsall duties, the same shall be paid in full when due or performed in accordance with the terms agreements, covenants and obligations of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in Company under this Indenture and the case Securities. All of clauses (1) and (2) above, to the limitation obligations set forth in clause (a) and clause (b) of this Section 12.04 hereof. Each 15.1 are referred to herein as the “Guarantees.” Such Guarantees will constitute guarantees of payment, performance and compliance and not merely of collection. (c) The Guarantor hereby further agrees (to waive presentment to, demand of payment from and protest to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Company or any other circumstance which might otherwise constitute a legal or equitable discharge or defense Person, and also waives diligence, notice of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits acceptance of diligenceits Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, Company or any other Person and any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that . The obligations of the Guarantee of such Guarantor shall not be discharged as to affected by any Note except by complete performance failure or policy on the part of the obligations contained in such Note, Trustee to exercise any right or remedy under this Indenture and such Guarantee. Each Guarantor acknowledges that or the Guarantee is a guarantee Securities of payment, performance and compliance when due and not of collection. Each any series. (d) The obligation of the Guarantors hereby agrees that, in the event of a default in Guarantor to make any payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings hereunder may be instituted satisfied by causing the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights Person to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, make such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holderspayment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Issuer Company or any the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer Company or any the Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (e) The Guarantor further also agrees that, as between each Guarantor, on the one hand, to pay any and the Holders all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee on or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the other hand, (1) subject to this Article Twelvecontrary notwithstanding, the Maturity maximum aggregate amount of the obligations Guarantees shall not exceed the maximum amount that can be guaranteed hereby may be accelerated as provided in Article Five hereof for by the purposes of Guarantor without rendering the Guarantee of such Guarantor notwithstanding any stay, injunction under this Indenture voidable under applicable law relating to fraudulent conveyance or other prohibition preventing such acceleration in respect of fraudulent transfer or similar laws affecting the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit rights of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedgenerally.

Guarantees. Subject to this Article TwelveThe Guarantor hereby irrevocably, each Guarantor unconditionally, and absolutely guarantees, jointly and severallyseverally and on a continuing basis, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated Securities as and delivered by for the TrusteeGuarantor’s own debt, until final and indefeasible payment of the amounts referred to the Trustee for itself and on behalf of such Holder, that: in Clause (1a) below have been made: (a) the due and punctual payment of principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether Securities at Stated Maturity, by acceleration or otherwise (including any time outstanding and the amount that would become due but for the operation and punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawfulall other amounts payable, and all other amounts owing, by the Company to the Holders of the Securities under this Indenture and the Securities (including, without limitation, any Additional Amounts which may be owing to any of the Holders of Securities pursuant to the terms of Section 10.5 hereof), in each case when and as the same shall become due and payable, whether at maturity, by acceleration, by redemption or otherwise and all other monetary obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performedCompany hereunder, all in accordance with the terms and provisions hereof and thereof; thereof; and (b) the punctual and (2) in case faithful performance, keeping, observance and fulfillment by the Company of any extension of time of payment or renewal of any Notes or of any such other obligationsall duties, the same shall be paid in full when due or performed in accordance with the terms agreements, covenants and obligations of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in Company under this Indenture and the case Securities. All of clauses (1) and (2) above, to the limitation obligations set forth in Clause (a) and Clause (b) of this Section 12.04 hereof. Each 15.1 are referred to herein as the “Guarantees.” Such Guarantees will constitute guarantees of payment, performance and compliance and not merely of collection. (c) The Guarantor hereby further agrees (to waive presentment to, demand of payment from and protest to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Company or any other circumstance which might otherwise constitute a legal or equitable discharge or defense Person, and also waives diligence, notice of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits acceptance of diligenceits Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuer, Company or any other Person and any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that . The obligations of the Guarantee of such Guarantor shall not be discharged as to affected by any Note except by complete performance failure or policy on the part of the obligations contained in such Note, Trustee to exercise any right or remedy under this Indenture and such Guarantee. Each Guarantor acknowledges that or the Guarantee is a guarantee Securities of payment, performance and compliance when due and not of collection. Each any series. (d) The obligation of the Guarantors hereby agrees that, in the event of a default in Guarantor to make any payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings hereunder may be instituted satisfied by causing the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights Person to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, make such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holderspayment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Issuer Company or any the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either any of the Issuer Company or any the Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (e) The Guarantor further also agrees that, as between each Guarantor, on the one hand, to pay any and the Holders all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee on or any Holder of Securities in enforcing any of their respective rights under its Guarantees. (f) Any term or provision of this Indenture to the other hand, (1) subject to this Article Twelvecontrary notwithstanding, the Maturity maximum aggregate amount of the obligations Guarantees shall not exceed the maximum amount that can be guaranteed hereby may be accelerated as provided in Article Five hereof for by the purposes of Guarantor without rendering the Guarantee of such Guarantor notwithstanding any stay, injunction under this Indenture voidable under applicable law relating to fraudulent conveyance or other prohibition preventing such acceleration in respect of fraudulent transfer or similar laws affecting the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit rights of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedgenerally.

Guarantees. The Notes will be guaranteed, on a full, joint and several basis, by the Issuer’s present and future domestic Wholly-Owned Subsidiaries that are obligors under the Senior Credit Facility. Subject to this Article Twelve12, each Guarantor Guarantor, as primary obligors and not merely as sureties, hereby jointly and severally, unconditionally and irrevocably guarantees guarantees, on a senior unsecured basis, the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article TwelveEach Guarantor, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated the Guaranteed Party, the due and delivered punctual payment by the Trustee, and Rayonier (or TRS on Rayonier’s behalf pursuant to the Trustee for itself and on behalf Contribution Agreement) of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to (including interest accruing during the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case pendency of any extension bankruptcy, insolvency, receivership or other similar proceeding, regardless of time of payment whether allowed or renewal of any Notes or of any allowable in such other obligationsproceeding) on the Revenue Bonds, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewaland as due, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitymaturity, by acceleration, purchase upon one or more dates set for prepayment or otherwise, legal proceedings may be instituted by and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the Trustee on behalf pendency of itself any bankruptcy, insolvency, receivership or on behalf ofother similar proceeding, regardless of whether allowed or byallowable in such proceeding), of Rayonier to the Guaranteed Party under any trust indenture, loan agreement, letter of credit agreement or other related operative documents governing the Revenue Bonds (together, the Holder “Bond Documents”), whether such amounts shall have accrued prior to, on or after the date of such Note, subject this Guarantee (all the monetary obligations referred to in the preceding clauses (a) and (b) being collectively called the “Rayonier Obligations”). Anything contained in this Guarantee to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Defaultcontrary notwithstanding, the Trustee or any obligations of the Holders are prevented by applicable law from exercising their respective rights each Guarantor hereunder shall be limited to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect a maximum aggregate amount equal to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the greatest amount that would otherwise have been due and payable had not render such rights and remedies been permitted obligations subject to be exercised by avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Trustee United States Code or any provisions of applicable law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws and after giving effect as assets to the value (as determined under the applicable provisions of the Holders. If Fraudulent Transfer Laws) of any Holder rights to subrogation, contribution, reimbursement, indemnity or the Trustee is required similar rights of such Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of Rayonier of obligations arising under Guarantees by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectparties. Each Guarantor further agrees thatthat the Rayonier Obligations may be extended or renewed, as between each Guarantorin whole or in part, on the one handwithout notice to or further assent from it, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor that it will remain bound upon its guarantee notwithstanding any stay, injunction extension or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event renewal of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedRayonier Obligation.

Guarantees. Subject (a) If, pursuant to Section 2.02, provision is made for the Guarantee of the Securities of a Series, then subject to this Article Twelve10, each Guarantor of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note Security of such Series authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such HolderSeries or the obligations of the Company hereunder or thereunder, that: : (1) the principal of (and of, premium, if any) and interest on the Notes such Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principalprincipal of and interest on such Securities, if any, and interest on any overdue interest, to the extent if lawful, and all other obligations of the Issuer Company to the Holders of Securities of such Series 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 (2) in case of any extension of time of payment or renewal of any Notes such Securities or any of any such other obligations, the that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (1) Guarantors will be jointly and (2) above, severally obligated to pay the limitation set forth in Section 12.04 hereofsame immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agrees (to the extent permitted by applicable law) agree that its their obligations hereunder shall be are 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer or any other PersonCompany, protest, notice and all demands whatsoever and covenants covenant that the Security Guarantee of such Guarantor shall will not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture Securities and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any GuarantorCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantorthe Guarantors, any amount paid by any of them either to the Trustee or such Holder, the Guarantee of each of the GuarantorsSecurity Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorthe Guarantors, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 6 hereof for the purposes of the Guarantee of such Guarantor Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligation obligations as provided in Article Five 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by each Guarantor the Guarantors for the purpose of the Guarantee Security Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against right does not impair the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part rights of the Issuer’s assets, and shall, to Holders under the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedSecurity Guarantee.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the The First Lien Notes and all obligations under the indenture related thereto will be unconditionally guaranteed by each existing and subsequently acquired or organized wholly owned domestic subsidiary of the Issuer hereunder and thereunder, and guarantees to each Holder of a (the “Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawGuarantors”), together subject to exceptions consistent with interest on the overdue principalDocumentation Precedent and others, if any, and interest to be agreed upon, on any overdue interesta senior first-priority secured basis (the “Note Guarantees”). The Note Guarantees will rank pari passu in all respects, to including in right of payment, with all obligations under the extent lawful, Credit Agreement and all other obligations senior indebtedness of the Note Guarantors. The Note Guarantees will be guarantees of payment and performance and not of collection. Security: Subject to the limitations set forth below and limitations consistent with the Documentation Precedent, the First Lien Notes and the Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer to and each Note Guarantor, in each case whether owned on the Holders Closing Date or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and thereafter acquired (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationscollectively, the same shall be paid in full when due “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, howeverany Note Guarantor (which pledge, in the case of clauses any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (1if any) and 65% of the voting equity interests of such foreign subsidiary) (2b) abovea lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the limitation value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), and (z) other exceptions consistent with the Documentation Precedent; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. There shall be neither lockbox arrangements nor any control agreements relating to the Issuer’s and its subsidiaries’ bank accounts or securities accounts. All of the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Documentation Precedent. The indenture for the First Lien Notes will provide that none of the Collateral Agent, First Lien Noteholders or Trustee will be permitted to terminate Caesars Entertainment Corporation or any of its subsidiaries or affiliates as manager of any of the PropCo facilities without the prior written consent of PropCo. The relative rights and priorities in the Collateral for each of the Credit Agreement and the First Lien Notes will be set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees thatFirst Lien Intercreditor Agreement, as between each Guarantorthe administrative agent for the Credit Agreement, on the one hand, and the Holders and trustee for the Trustee First Lien Notes, on the other hand, (1) subject to this Article Twelvewhich intercreditor agreement shall provide that the indebtedness outstanding under the Credit Agreement and the First Lien Notes vote together as one class and are pari passu in all respects, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration including in respect of directing the obligations guaranteed herebycollateral agent thereunder. The relative rights and priorities in the Collateral for each of the Credit Agreement, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement, as between the collateral agent for the Credit Agreement and the First Lien Notes, on the one hand, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor collateral agent for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidationSecond Lien Notes, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedother hand.

Guarantees. Subject to this Article Twelve, each Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuers, 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 (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Issuers or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Issuers for liquidation, reorganization, should the Issuer 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 Issuer’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, 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.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the The First Lien Notes and all obligations under the indenture related thereto will be unconditionally guaranteed by each existing and subsequently acquired or organized wholly owned domestic subsidiary of the Issuer hereunder and thereunder, and guarantees to each Holder of a (the “Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawGuarantors”), together subject to exceptions consistent with interest on the overdue principalDocumentation Precedent and others, if any, and interest to be agreed upon, on any overdue interesta senior first-priority secured basis (the “Note Guarantees”). The Note Guarantees will rank pari passu in all respects, to including in right of payment, with all obligations under the extent lawful, Credit Agreement and all other obligations senior indebtedness of the Note Guarantors. The Note Guarantees will be guarantees of payment and performance and not of collection. Security: Subject to the limitations set forth below and limitations consistent with the Documentation Precedent, the First Lien Notes and the Note Guarantees will be secured by a first-priority security interest in substantially all the owned material assets of the Issuer to and each Note Guarantor, in each case whether owned on the Holders Closing Date or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and thereafter acquired (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationscollectively, the same shall be paid in full when due “Collateral”), including but not limited to: (a) a perfected first-priority pledge of all the equity interests directly held by the Issuer or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, howeverany Note Guarantor (which pledge, in the case of clauses any foreign subsidiary, shall be limited to 100% of the non-voting equity interests (1if any) and 65% of the voting equity interests of such foreign subsidiary) (2b) abovea perfected first priority lien on cash, deposit accounts and securities accounts, and (c) perfected first-priority security interests in, and mortgages on, substantially all owned tangible and intangible assets of the Issuer and each Note Guarantor (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property and real property (including an assignment of rents)) except for (v) real property with a fair market value less than $15.0 million and leaseholds, (w) vehicles, (x) those assets as to which the Issuer and Collateral Agent shall reasonably determine that the costs or other consequences of obtaining such a security interest are excessive in relation to the limitation value of the security to be afforded thereby, (y) assets to which the granting or perfecting such security interest would violate any applicable law (including gaming laws and regulations) or contract (and with regard to which contract the counterparty thereto requires such prohibition as a condition to entering into such contract, such contract has been entered into in the ordinary course of business, such restriction is consistent with industry custom and consent has been requested and not received), and (z) other exceptions consistent with the Documentation Precedent; and provided that the pledge of equity interests and other securities will be subject to customary Rule 3-16 cut-back provisions. For avoidance of doubt, lockbox arrangements and control agreements relating to the Issuer’s and its subsidiaries’ bank accounts and securities accounts will be required to be delivered at closing. The operating lease with [Caesars Entertainment Operating Company, Inc.] shall be subject to a customary subordination and non-disturbance agreement as provided in the Lease Term Sheet attached to the Restructuring Support Agreement. All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, consistent with the Documentation Precedent. The relative rights and priorities in the Collateral for each of the Credit Agreement and the First Lien Notes will be set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees thatFirst Lien Intercreditor Agreement, as between each Guarantorthe administrative agent for the Credit Agreement, on the one hand, and the Holders and trustee for the Trustee First Lien Notes, on the other hand, (1) subject to this Article Twelvewhich intercreditor agreement shall provide that the indebtedness outstanding under the Credit Agreement and the First Lien Notes vote together as one class and are pari passu in all respects, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration including in respect of directing the obligations guaranteed herebycollateral agent thereunder. The relative rights and priorities in the Collateral for each of the Credit Agreement, the First Lien Notes and the Second Lien Notes will be set forth in the First Lien/Second Lien Intercreditor Agreement, as between the collateral agent for the Credit Agreement and the First Lien Notes, on the one hand, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor collateral agent for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidationSecond Lien Notes, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedother hand.

Guarantees. Subject to this Article Twelve, each 9.1 The Investor Guarantor jointly and severally, as primary obligor unconditionally and irrevocably guarantees agrees that if and each time that the Notes Investor fails to make any payment when it is due under or pursuant to the Transaction Documents, the Investor Guarantor shall on demand (without requiring QIWI first to take steps against the Investor or any other person) pay that amount to QIWI. 9.2 Each payment to be made by the Investor Guarantor under this clause 9 shall be made in the currency in which the relevant amount is payable by the Investor, free and clear of all deductions or withholdings of any kind. 9.3 The Investor Guarantor’s obligations under this clause 9 shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including, without limitation: 9.3.1 any time or indulgence granted to, or composition with, the Investor or any other person; or 9.3.2 the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement, any other Transaction Document or any right, guarantee, remedy or security from or against the Investor or any other person; or 9.3.3 any unenforceability or invalidity of any obligation of the Issuer hereunder and thereunderInvestor, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and so that this clause shall be construed as if there were no such unenforceability or invalidity. 9.4 Subject to the Trustee for itself and provisions of Schedule 4 (Limits on behalf of such HolderWarranty Claims), that: (1) including but not limited to paragraph 1.2 thereof, the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation aggregate liability of the automatic stay Investor Guarantor under Section 362(athis Agreement shall be limited to RUB 4,000,000,000 (four billion Roubles). For the avoidance of doubt, (i) any liability for a Warranty Claim in relation to a breach of the Bankruptcy LawTitle Warranties shall not exceed RUB 4,000,000,000 (four billion Roubles), together with interest on the overdue principal, if any, and interest on ; (ii) any overdue interest, to the extent lawful, and all liability for a Warranty Claim other obligations than for a breach of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereofTitle Warranties shall not exceed RUB 2,000,000,000; and (2iii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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 aggregate liability with respect to any provisions hereof Warranty Claims, whether Title Warranties or thereofother, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal exceed RUB 4,000,000,000 (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedfour billion Roubles).

Guarantees. Subject to this Article TwelveEach of the Guarantors hereby absolutely and unconditionally guarantees, each Guarantor from and after the Trigger Date, jointly with the other Guarantors and severally, unconditionally as primary obligor and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereundernot merely as surety, and guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf for the benefit of such Holderthe Bondholders, and to their respective successors and assigns that: : (1a) the Company’s Loan Payment obligations with respect to principal of (of, and premium, if any) and interest , interest, if any, or additional amounts, if any, on the Notes Bonds will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, upon repurchase or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)redemption, together with or otherwise, and interest on the overdue principalprincipal of, and premium, if any, and interest on any overdue interest, (to the extent lawfulpermitted by law) interest, if any, on the Bonds and all other Loan Payment obligations of the Company with respect to the payment obligations of the Issuer or the Company to the Holders Bondholders or the Trustee hereunder under the Loan Agreement, the Indenture or thereunder the Bonds will be promptly paid in full or when due and performed, all in accordance with the terms hereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other the Company’s Loan Payment obligations, the same shall 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 Maturitymaturity, by acceleration acceleration, upon repurchase or redemption, or otherwise. This Guaranty is an absolute, subjectunconditional, however, in the case present and continuing guarantee of clauses payment and performance (1and not a guarantee of collection) and (2) abovewill be in no way conditioned upon any attempt to collect from the Company or any other Guarantor or any other action, to the limitation set forth in Section 12.04 hereofoccurrence or circumstance whatsoever. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder This Guaranty shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Loan Agreement, the Bonds or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder Bondholder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuer or 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 Guarantor. Each Guarantor hereby waives (further, to the extent permitted by law) the benefits of , waives diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuer or the Company, any right to require a proceeding first against the Issuer or any other Personthe Company, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holderswhatsoever. If any Holder Bondholder or the Trustee is required by any court or otherwise to return to the Issuer or any GuarantorIssuer, the Company, the Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either any of the Issuer Issuer, the Company or any Guarantorthe Guarantors, any amount paid by the Issuer, the Company or any of them Guarantor to the Trustee or such HolderBondholder, the Guarantee of each of the Guarantorsguarantees hereunder, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as As between each Guarantorthe Guarantors, on the one hand, and the Holders Bondholders and the Trustee Trustee, on the other hand, (1a) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 11.02 of the Indenture and Section 3.2(a) of the Original Loan Agreement for the purposes of the Guarantee of such Guarantor this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebythereby, and (2b) in the event of any declaration of acceleration of such obligation obligations as provided in Article Five hereofSection 11.02 of the Indenture and Section 3.2(a) of the Original Loan Agreement, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of its guarantee. The Guarantors shall have the Guarantee right to seek contribution from any non-paying Guarantor so long as the existence of such Guarantorright does not impair the guarantees hereunder. Each Guarantee shall remain in full force Guarantor acknowledges that it will receive direct and effect and continue to be effective should any petition be filed by or against indirect benefits from the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part issuance of the Issuer’s assets, Bonds under the Indenture and shall, to that the fullest extent permitted guarantee and waivers made 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, it pursuant to applicable law, rescinded or reduced its guarantee hereunder are knowingly made in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though contemplation of 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 returnedbenefits.

Guarantees. (a) Subject to the provisions of this Article TwelveX, each Guarantor hereby jointly and severally, irrevocably, fully and unconditionally guarantees, on a senior secured basis, as guarantor and irrevocably guarantees not as a surety, with each other Guarantor, to each Holder, to the Notes and obligations of the Issuer hereunder and thereunderextent lawful, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, the full and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise (including the amount that would become due but for the operation otherwise, of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and interest on any overdue interest, to the extent lawful, Notes and all other obligations Obligations of the Issuer under this Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Holders Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Trustee hereunder or thereunder will be paid in full or performed, obligations under Section 7.6) (all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, foregoing being hereinafter collectively called the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof“Guarantor Obligations”). Each Guarantor hereby agrees (to the extent permitted by applicable lawlawful) that its obligations hereunder the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall be unconditional, irrespective of the validity, regularity remain bound under this Article X notwithstanding any extension or enforceability of the Notes or this Indenture, the absence renewal of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Guarantor Obligation. (b) Each Guarantor hereby waives (to the extent permitted by lawlawful) the benefits of diligence, presentmentpresentation to, demand for paymentof, filing payment from and protest to the Issuer of claims with a court in the event of insolvency or bankruptcy any of the Issuer, Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guarantor Obligations. (c) Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require a proceeding first that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (d) Except as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other PersonPerson under this Indenture, protestthe Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, notice and all demands whatsoever and covenants that waiver, amendment or modification of any of the Guarantee terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor shall not be discharged as to any Note except by complete performance a matter of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal law or equity. (or premium, if anye) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the its Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, Article VIII. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance payment, or any part thereof, of principal of, premium, if any, or interest on any of the Notes are, pursuant to applicable law, Guarantor Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on Holder upon the Notesbankruptcy or reorganization of the Issuer or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether as a “voidable preference”at maturity, “fraudulent transfer” by acceleration, by redemption or otherwise, all as though such payment each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or performance had not been made. In the event that any payment or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent permitted not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be reinstated accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and deemed reduced only (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. (i) Neither the Issuer nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such amount paid and notation shall not so rescinded, reduced, restored or returnedbe a condition to the validity of any Guarantee.

Guarantees. Subject to this Article Twelve, each Each Subsidiary Guarantor hereby jointly and severally, unconditionally irrevocably and irrevocably guarantees unconditionally, guarantees, as primary obligor and not merely as surety, the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject to any applicable grace period, and subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. . (a) Each Subsidiary Guarantor hereby agrees that (to the extent permitted by applicable law) that 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. . (b) Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Subsidiary Guarantee of such Subsidiary Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Subsidiary Guarantee. Each Subsidiary Guarantor acknowledges that the Subsidiary Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor’s Subsidiary Guarantee without first proceeding against the Issuer Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Subsidiary Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Subsidiary Guarantee of such Subsidiary Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Subsidiary Guarantee of such Subsidiary Guarantor. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees. (d) Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, ,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment 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.

Guarantees. Subject (a) Historic TW hereby unconditionally and irrevocably guarantees to this Article Twelvethe Administrative Agent, each Guarantor for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Designated Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Time Warner hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by TWIFL when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of TWIFL. (c) Each of TBS and HBO hereby, jointly and severally, unconditionally and irrevocably guarantees to the Notes and obligations Administrative Agent, for the ratable benefit of the Issuer hereunder Lenders and thereundertheir respective successors, indorsees, transferees and guarantees to each Holder of a Note authenticated assigns, the prompt and delivered complete payment and performance by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: Historic TW when due (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case ) of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditionaland liabilities under this Guarantee (the “Historic TW Obligations”), 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives including under Section 2(a) hereof. (to the extent permitted by lawd) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and continue the Commitments of each Class are terminated, notwithstanding that from time to time prior thereto either one or both of the Designated Borrowers may be effective should free from any petition be filed by Obligations. (e) Each Guarantor agrees that whenever, at any time, or against from time to time, it shall make any payment to the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Administrative Agent or any significant part Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (f) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3 hereof). (g) No payment or payments made by either of the Issuer’s assetsDesignated Borrowers, and any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from either of the Designated Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder who shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at notwithstanding any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In payments (other than payments made by such Guarantor in respect of the event that any payment Obligations or any part thereofpayments received or collected from such Guarantor in respect of the Obligations), is rescindedremain liable for the Obligations and, reduced, restored or returnedin the case of TBS and HBO, the Notes shallHistoric TW Obligations, up to the fullest extent permitted by lawmaximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be reinstated outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedthe Commitments of each Class are terminated.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations (a) Each of the Issuer hereunder Guarantors hereby fully and thereunderunconditionally guarantees (collectively, the “Guarantees”), on a joint and guarantees several basis to each Holder of a Note the Notes and to the Trustee and its successors and assigns on behalf of each Holder of the Notes, the full and punctual payment of principal of (and premium, if any) and (subject to Section 307 of the Base Indenture) interest on, and all other monetary obligations of the Company under the Base Indenture, this Supplemental Indenture and the Notes (including obligations to the Trustee), in each case, with respect to Notes authenticated and delivered by the Trustee or its agent pursuant to and in accordance with the Indenture when and as the same shall become due and payable, in accordance with the terms of the Indenture and the Notes (all the foregoing being hereinafter collectively referred to as the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article VIII notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made as specified in Section 311 of the Base Indenture. (b) Each Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute, full and unconditional, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the Notes, the Base Indenture or this Supplemental Indenture, any failure to enforce the provisions of the Notes, the Base Indenture or this Supplemental Indenture, any waiver, modification or indulgence granted to the Company with respect thereto by the Holders of the Notes or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights under a Guarantee (including, for the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other amount payable under the Notes prior to recourse against such Guarantor or its assets), protest or notice with respect to the Trustee for itself Notes or the Debt evidenced thereby and on behalf all demands whatsoever, and covenants that its Guarantee will not be discharged with respect to the Notes except by payment in full of such Holderthe principal thereof and interest thereon or as otherwise provided in the Base Indenture or in this Supplemental Indenture, that: (1) the including Section 8.4. If at any time any payment of principal of (and premium, if any) and interest on the Notes will is rescinded or must be paid in full when dueotherwise restored or returned upon the insolvency, whether at Stated Maturitybankruptcy or reorganization of any Guarantor’s obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, by acceleration restoration or otherwise (including the amount that would return as though such payment had become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest had not been made at such times. Neither a failure nor a delay on the overdue principal, if any, and interest on any overdue interest, to part of either the extent lawful, and all other obligations of the Issuer to Trustee or the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes in exercising any right, power or privilege under this IndentureArticle VIII shall operate as a waiver thereof, the absence nor shall a single or partial exercise thereof preclude any other or further exercise of any action to enforce right, power or privilege. The rights, remedies and benefits of the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release Trustee and the Holders of the Notes expressed in this Article VIII are cumulative and exclusive of any other Guarantorrights, the recovery of any judgment against the Issuerremedies or benefits that either may have under this Article VIII at law, any action to enforce the same in equity, by statute or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. otherwise. (c) Each Guarantor hereby waives (also agrees to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, pay any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever costs and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal expenses (or premium, if anyincluding reasonable attorneys’ fees) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised incurred by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes arein enforcing any rights under this Section 8.1. (d) Upon request of the Trustee, pursuant each Guarantor shall execute and deliver such instruments and do such further acts as may be reasonably necessary to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, give effect to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedthis Supplemental Indenture.

Guarantees. Subject to this Article Twelve, each Each Subsidiary Guarantor hereby jointly and severally, irrevocably and unconditionally irrevocably guarantees, as primary obligor and irrevocably guarantees not merely as surety, the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on on, or Additional Interest in respect of, the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), subject to any applicable grace period, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject to any applicable grace period, and subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. . (a) Each Subsidiary Guarantor hereby agrees that (to the extent permitted by applicable law) that 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. . (b) Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Subsidiary Guarantee of such Subsidiary Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Subsidiary Guarantee. Each Subsidiary Guarantor acknowledges that the Subsidiary Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor’s Subsidiary Guarantee without first proceeding against the Issuer Company or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Subsidiary Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Subsidiary Guarantee of such Subsidiary Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Subsidiary Guarantee of such Subsidiary Guarantor. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees. (d) Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, ,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantees. Subject to this Article TwelveEach of the undersigned (each a “Guarantor” and collectively, each Guarantor if more than one, the “Guarantors”) hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture dated as of December 1, 1991, by and irrevocably guarantees between Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), as Issuer, and The Bank of New York, as Trustee, (as amended, restated or supplemented from time to time, the Notes “Indenture”), and obligations subject to the provisions of the Issuer hereunder Indenture, (a) the due and thereunderpunctual payment of the principal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Existing Securities, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders of Existing Securities or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; set forth in Article XIII of the Indenture, and (2b) in case of any extension of time of payment or renewal of any Notes Existing Securities or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case . The obligations of clauses (1) and (2) above, each Guarantor to the limitation Holders of Existing Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Section 12.04 hereof. Each Guarantor Article XIII of the Indenture, and reference is hereby agrees (made to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of Indenture for 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the precise terms and conditions set forth in limitations of this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject Each future Subsidiary Guarantor shall, on the date it executes and delivers a Guarantee hereunder, have the full corporate power, authority and capacity to this Article Twelve, each Guarantor jointly execute and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, deliver such Guarantee and to the Trustee for itself perform all of its obligations to be performed thereunder; all corporate and on behalf other acts, conditions and things required to be done and performed or to have occurred prior to such execution and delivery to constitute such Guarantee as a valid and legally binding obligation of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all Subsidiary Guarantor enforceable in accordance with its terms shall have been done and performed and shall have occurred in due compliance with all applicable Laws; on the terms hereof date of such execution and thereof; delivery, the execution, delivery and performance of such Guarantee by such Subsidiary Guarantor will not (2i) violate any provision of Law, (ii) violate any provision of the charter or bylaws of such Subsidiary Guarantor, or (iii) result in case a breach of, a default under (including, without limitation, any event which with notice or lapse of time, or both, would constitute a breach of or a default under), or the creation of any extension Lien on the properties or assets of time of payment or renewal of any Notes or of any such other obligationsSubsidiary Guarantor, the same shall be paid in full when due Company or performed in accordance with the terms any other Subsidiary of the extension Company under any Contract to which such Subsidiary Guarantor or renewalthe Company or any other Subsidiary of the Company is a party or by which the properties or assets of such Subsidiary Guarantor, whether at Stated Maturitythe Company or any other Subsidiary of the Company may be bound or affected, by acceleration or otherwise, subject, howeverexcept, in the case of clauses (1i) and (2) aboveiii), for such violations, breaches, defaults or Liens which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; on the date of such execution and delivery, each Guarantee executed and delivered by a Subsidiary Guarantor shall constitute legal, valid, binding and unconditional obligations of the Subsidiary Guarantor executing and delivering it to the limitation set forth Lenders hereunder, enforceable in Section 12.04 hereof. Each Guarantor hereby agrees (accordance with its terms, except to the extent permitted that the enforceability thereof may be limited by applicable law) that its obligations hereunder shall be unconditionalbankruptcy, irrespective insolvency, reorganization or similar laws affecting the enforcement of the validity, regularity creditors' rights generally or enforceability by general principles of the Notes or this Indenture, the absence equity (regardless of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court whether such enforcement is considered in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer in equity or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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).

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors hereby jointly and severallyseverally irrevocably and unconditionally guarantee, unconditionally and irrevocably guarantees on a senior secured basis, the Notes and obligations of the Issuer Co-Issuers hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee and Notes Collateral Agents for itself themselves and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, expenses, indemnification and all other obligations of the Issuer Co-Issuers to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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. To the extent concerning Brazilian Guarantors, each Guarantor hereby expressly waives the legal benefits provided for in articles 333 (sole paragraph), 366, 827, 828, 831, 834, 835, 837, 838 and 839 of Law 10,406/2002 (the “Brazilian Civil Code”) and articles 130 and 794 of Law 13,105/2015 (the “Brazilian Code of Civil Procedure”), until all amounts due and payable by the Co-Issuers with respect to the Notes shall have been paid in full.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and The Purchaser undertakes to the Trustee Seller (for itself and as trustee for each other member of the Seller's Group) that after Completion and as soon as reasonably practicable after the date on behalf which it has received written notice from the Seller of the existence of a Guarantee, it will use its best endeavours to procure the release and discharge of the guarantor under any such HolderGuarantee and the Purchaser's assumption of, that: and (1if applicable) the principal substitution of the Purchaser or another member of the Purchaser's Group as the primary obligor in respect of each such Guarantee, in each case, on a non-recourse basis to any member of the Seller's Group. The Purchaser agrees with the Seller (for itself and as trustee for each other member of the Seller's Group) that, for so long as any Guarantee has not been released and discharged it shall (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount shall procure that would become due but for the operation where relevant a member of the automatic stay under Section 362(aPurchaser's Group shall) assume and duly and properly perform, pay and discharge when due any such Guarantee and indemnify the Seller (for itself and as trustee for each other member of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on Seller's Group) against any overdue interest, to the extent lawful, and all other obligations Losses incurred by any member of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid Seller's Group in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or respect of any such other obligationsGuarantee, provided that the same Purchaser shall be 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, subject, however, in the case of clauses have no obligation: (1i) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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 thereofGuarantee, notice of which is received after the date falling 12 months after the Completion Date; and (ii) to the extent that any release liability of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Seller (or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy member of the Issuer, Seller's Group) relates to a breach of any right to require a proceeding first against the Issuer or obligation of any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance member of the obligations contained in Astra Tech Group where the Purchaser is entitled to seek compensation for Losses resulting from such Note, breach under the provisions of this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedAgreement.

Guarantees. Subject (a) Principals stand to benefit from the transactions contemplated by this Article TwelveAgreement. Therefore, each Guarantor for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Principals hereby, jointly and severally, absolutely, irrevocably and unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunderguarantee, subject to all claims, defenses, and guarantees to each Holder rights of a Note authenticated Seller (including, without limitation, Section 9.5), the full and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full prompt payment when due, whether at Stated Maturityof all amounts due and payable by Seller under this Agreement and the other Ancillary Documents, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, when and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, as the same shall be paid in full when become due or performed in accordance with the terms of the extension or renewaland payable, whether at Stated Maturity, by acceleration or otherwise. This guaranty is a guaranty of payment and performance and is intended to be the obligation of a surety and not just a guarantor. Principals knowingly and fully waive any and all defenses of a guarantor, subjectincluding presentment, however, in the case of clauses (1) and (2) above, right to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (approve any amendment to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity this Agreement 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same Ancillary Document or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligenceagreement, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice insufficient consideration and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the others. The obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this IndentureSection 8.6(a) shall be binding on each Principal’s heirs and successors. (b) Parent stands to benefit from the transactions contemplated by this Agreement. Therefore, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence for good and during the continuance of an Event of Defaultvaluable consideration, the Trustee or any receipt and sufficiency of the Holders which are prevented by applicable law from exercising their respective hereby acknowledged, Parent hereby absolutely, irrevocably and unconditionally guarantees, subject to all claims, defenses, and rights to accelerate the Maturity of the NotesParent and Buyer (including, to collect interest on the Noteswithout limitation, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand thereforSection 9.5), the amount that would otherwise have been due full and payable had such rights and remedies been permitted to be exercised by the Trustee or any prompt payment when due, of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become all amounts due and payable by each Guarantor for Buyer under this Agreement and the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force other Ancillary Documents, when and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may besame shall become due and payable, if at any time whether by acceleration or otherwise. This guaranty is a guaranty of payment and performance and is intended to be the obligation of the Notes area surety and not just a guarantor. Guarantor knowingly and fully waives any and all defenses of a guarantor, pursuant including presentment, right to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by approve any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment amendment to this Agreement or any part thereofAncillary Document or any other agreement, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, insufficient consideration and all others. The obligations set forth in this Section 8.6(b) shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedbinding on Parent’s successors.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf of such Holder, that: (1i) the principal of (and premium, if any) , and interest and Additional Interest, if any, on the Notes will shall be paid in full when due, whether at their Stated Maturity, by acceleration acceleration, call for redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interestinterest and Additional Interest, if any, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at their Stated Maturity, by acceleration or otherwise, subject, however, in . Each of the case Guarantees shall be a guarantee of clauses payment and not of collection. (1b) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture Note and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collectionor as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the HolderHolders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. (a) Subject to the provisions of this Article TwelveX, each Guarantor hereby jointly and severally, irrevocably, fully and unconditionally guarantees, as guarantor and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereundernot as a surety, and guarantees with each other Guarantor, to each Holder of a Note authenticated and delivered by the TrusteeNotes, to the extent lawful, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (Agents the full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise (including the amount that would become due but for the operation otherwise, of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and interest on any overdue interest, to the extent lawful, Notes and all other obligations Obligations of the Issuer under this Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Holders Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Trustee hereunder or thereunder will be paid in full or performed, obligations under Section 7.6) (all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, foregoing being hereinafter collectively called the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof“Guarantor Obligations”). Each Guarantor hereby agrees (to the extent permitted by applicable lawlawful) that its obligations hereunder the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall be unconditional, irrespective of the validity, regularity remain bound under this Article X notwithstanding any extension or enforceability of the Notes or this Indenture, the absence renewal of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Guarantor Obligation. (b) Each Guarantor hereby waives (to the extent permitted by lawlawful) the benefits of diligence, presentmentpresentation to, demand for paymentof, filing payment from and protest to the Issuer of claims with a court in the event of insolvency or bankruptcy any of the Issuer, Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guarantor Obligations. (c) Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require a proceeding first that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (d) Except as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other PersonPerson under this Indenture, protestthe Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, notice and all demands whatsoever and covenants that waiver, amendment or modification of any of the Guarantee terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor shall not be discharged as to any Note except by complete performance a matter of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal law or equity. (or premium, if anye) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the its Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, Article VIII. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance payment, or any part thereof, of principal of, premium, if any, or interest on any of the Notes are, pursuant to applicable law, Guarantor Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on Holder upon the Notesbankruptcy or reorganization of the Issuer or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether as a “voidable preference”at maturity, “fraudulent transfer” by acceleration, by redemption or otherwise, all as though such payment each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or performance had not been made. In the event that any payment or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent permitted not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be reinstated accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and deemed reduced only (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Agents or the Holders in enforcing any rights under this Section. (i) None of the Issuer or the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such amount paid and notation shall not so rescindedbe a condition to the validity of any Guarantee. (j) Each Guarantee of a Guarantor not organized under the laws of the United States, reducedany state or territory thereof or the District of Columbia shall be subject to limitations in accordance with local law in the jurisdiction of organization of the applicable Guarantor, restored or returnedin each case to the extent applicable.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor shall jointly and severally, fully, unconditionally and irrevocably guarantees guarantee the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf of such Holder, that: (1i) the principal of (and premium, if any) , and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration acceleration, call for redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, interest to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each of the Guarantees shall be a guarantee of payment and not of collection. (b) Each Guarantor hereby agrees (to the extent permitted by applicable law) shall agree that its 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. (A) By its execution of this Indenture (including by any amended or supplemental indenture), each Guarantor acknowledges and agrees that it receives substantial benefits from the Company and that such Guarantor is providing its Guarantee for good and valuable consideration, including such substantial benefits. Subject to this Article Twelve13, each Guarantor of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunderguarantees, and guarantees to each Holder of a Note authenticated by the Trustee and delivered by to the Trustee, the Collateral Agent, the Note Agents and to their successors and assigns, regardless of the Trustee for itself and on behalf validity or enforceability of such Holderthis Indenture, the Notes, the Notes Documents or the obligations of the Company under this Indenture, the Notes Documents or the Notes, that: : (1i) the principal of (and of, premium, if any) , interest on, and interest on any Conversion Consideration for, the Notes and such other Obligations will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, on a Fundamental Change Repurchase Date, Redemption Date or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principalprincipal of, any interest on, or any Conversion Consideration for, the Notes, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders Secured Parties under this Indenture, the Notes Documents or the Trustee hereunder or thereunder Notes, will be promptly paid or delivered in full or performed, all as applicable, in each case in accordance with this Indenture and the terms hereof and thereofNotes; and and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration acceleration, on a Fundamental Change Repurchase Date, Redemption Date or otherwise, subject, however, in the case of clauses (1clause (i) and (2ii) abovecollectively, the “Guaranteed Obligations”), in each case subject to Section 13.02. Upon the limitation set forth in Section 12.04 hereoffailure of any payment when due of any amount so guaranteed, and upon the failure of any performance so guaranteed, for whatever reason, the Guarantors will be jointly and severally obligated to pay or perform, as applicable, the same immediately. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (to the extent permitted by applicable lawB) Each Guarantor agrees that its obligations hereunder shall be Guarantee of the Guaranteed Obligations is unconditional, irrespective regardless of the validity, regularity validity or enforceability of this Indenture, the Notes, the Notes Documents or the obligations of the Company under this Indenture, the Notes Documents or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof of this Indenture or thereof, any release of any other Guarantorthe Notes, the recovery of any judgment against the IssuerCompany or any other Guarantor, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantor other than payment or performance in full of Guaranteed Obligations (other than contingent obligations that have yet to accrue). Each Guarantor waives diligence, presentment, requirements for any demand or notice hereunder including any of the following: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. Each Guarantor hereby waives further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against the Company or any other Guarantor or set off any of its obligations to the extent permitted Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency complete payment or bankruptcy performance of the IssuerGuaranteed Obligations (other than contingent obligations that have yet to accrue) in accordance with this Indenture, the Notes Documents and the Notes. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require a proceeding the Trustee, the Collateral Agent, or any Holder to seek recourse first against the Issuer Company or any of its Subsidiaries or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as or to realize upon any Note except by complete performance Collateral for any of the obligations contained in such NoteObligations, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is as a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject condition precedent to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce enforcing such Guarantor’s Guarantee without first proceeding against the Issuer or liability and obligations under this Article 13. (C) If any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of DefaultHolder, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the NotesTrustee, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee Collateral Agent is required by any court or otherwise to return return, to the Issuer or any GuarantorCompany, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantorthe Guarantors, any amount paid or delivered by the Company, or any of them Guarantor to the Trustee Trustee, the Collateral Agent, or such Holder, the Guarantee of each of the Guarantorsthis Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (D) Each Guarantor agrees that any right of subrogation, reimbursement or contribution it may have in relation to the Holders or in respect of any Guaranteed Obligations will be subordinated to, and will not be enforceable until payment in full and performance of, all Guaranteed Obligations. Each Guarantor further agrees that, as between each Guarantorthe Guarantors, on the one hand, and the Holders Holders, the Trustee and the Trustee Collateral Agent, on the other hand, (1i) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor 7, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Guaranteed Obligations; and (2ii) in the event of if any acceleration of Guaranteed Obligations are accelerated pursuant to Article 7, then such obligation as provided in Article Five hereofGuaranteed Obligations will, such obligations (whether or not due and payable) shall forthwith , immediately become due and payable by each the Guarantors. Each Guarantor for will have the purpose right to seek contribution from any non-paying Guarantor, but only if the exercise of such right does not impair the rights of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should Holders under any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve(a) In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally, unconditionally and irrevocably guarantees on a senior subordinated basis (the Notes and obligations of the Issuer hereunder and thereunder, and guarantees "Guarantee") to each Holder of a Note Security --------- authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the Securities or the obligations of the Issuers under this Indenture or the Securities, that: (1w) the principal and premium (if any) of and interest (and premiumLiquidated Damages, if any) and interest on the Notes Securities will be paid in full when due, whether at Stated Maturitythe maturity or interest payment date, by acceleration acceleration, call for redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise otherwise; (including the amount that would become due but for the operation of the automatic stay under Section 362(ax) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder under this Indenture or thereunder the Securities will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (2y) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, the same shall they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, upon an Offer to Purchase or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, subject, however, in each Guarantor shall be obligated to pay the case same before failure so to pay becomes an Event of clauses Default. (1b) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder with regard to this Guarantee 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 with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which circumstances that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer Issuers or any other Personright to require the prior disposition of the assets of the Issuers to meet its obligations, protest, notice and all demands whatsoever and covenants that the this Guarantee of such Guarantor shall will not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture the Securities and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (c) If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Issuers or any Guarantor, or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any such Guarantor, any amount paid by any of them either the Issuers or such Guarantor to the Trustee or such Holder, the Guarantee of each of the Guarantorsthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each such Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1i) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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

Guarantees. Subject By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Issuers and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article TwelveX, each Guarantor Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself its successors and on behalf of such Holder, assigns that: (1i) the principal of (and of, premium, if any) , and interest on the Notes will shall be duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any overdue interest, to if any, on the extent lawful, Notes and all other obligations of the Issuer Issuers to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 hereof10.5 hereof (collectively, the “Guarantee Obligations”). Each Subject to the provisions of this Article X, each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery entry of any judgment against the IssuerIssuers, 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 (and each Issuer, to the extent permitted by such Issuer is considered a surety under applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuers (each, a proceeding first “Benefited Party”) to proceed against the Issuer Issuers, the Subsidiaries or any other PersonPerson or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice and all demands whatsoever and covenants of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Issuers, the Subsidiaries, any Benefited Party, any creditor of the Guarantors, the Issuers or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee obligation of such Guarantor a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided herein and therein, the Guarantees shall not be discharged as to any Note except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in such Noteprincipal, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, Notes and all other costs provided for under this Indenture or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holdersas provided in Article VIII. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Issuers or any Guarantorthe Guarantors, or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Issuer Issuers or any Guarantorthe Guarantors, any amount paid by any of them the Issuers or the Guarantors to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Notes and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five VI hereof, such obligations Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve(a) Each of AOL and Time Warner hereby, each Guarantor jointly and severally, unconditionally and irrevocably guarantees to the Notes and obligations Administrative Agent, for the ratable benefit of the Issuer hereunder Lenders and thereundertheir respective successors, indorsees, transferees and guarantees to each Holder of a Note authenticated assigns, the prompt and delivered complete payment and performance by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: Designated Borrowers when due (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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) of the Obligations. (b) AOLTW hereby, subjectjointly and severally, however, in the case of clauses (1) unconditionally and (2) above, irrevocably guarantees to the limitation set forth in Section 12.04 hereof. Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by AOLTWFI when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of AOLTWFI. (c) Each Guarantor hereby agrees (of TBS and TWCI hereby, jointly and severally, unconditionally and irrevocably guarantees to the extent permitted Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by applicable lawTime Warner when due (whether at the stated maturity, by acceleration or otherwise) that of its obligations hereunder shall be unconditional, irrespective of and liabilities under this Guarantee (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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives "Time Warner Obligations") including under Section 2(a) hereof. (to the extent permitted by lawd) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each This Guarantee shall remain in full force and effect until the Obligations are paid in full and continue the Commitments are terminated, notwithstanding that from time to time prior thereto either one or both of the Designated Borrowers may be effective should free from any petition be filed by Obligations. (e) Each Guarantor agrees that whenever, at any time, or against from time to time, it shall make any payment to the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Administrative Agent or any significant part Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (f) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3 hereof). (g) No payment or payments made by either of the Issuer’s assetsDesignated Borrowers, and any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from either of the Designated Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder who shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at notwithstanding any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In payments (other than payments made by such Guarantor in respect of the event that any payment Obligations or any part thereofpayments received or collected from such Guarantor in respect of the Obligations), is rescindedremain liable for the Obligations and, reduced, restored or returnedin the case of TBS and TWCI, the Notes shallTime Warner Obligations, up to the fullest extent permitted by law, be reinstated maximum liability of such Guarantor hereunder until the Obligations are paid in full and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedthe Commitments are terminated.

Guarantees. Subject to this Article Twelve, each Each Subsidiary Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Issuers to the Holders Holders, Collateral Agent or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 1205 hereof. Each Subsidiary Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerIssuers, any right to require a proceeding first against the Issuer Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Subsidiary Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Subsidiary Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Subsidiary Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce such Subsidiary Guarantor’s Guarantee without first proceeding against the Issuer Issuers or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Issuers or any Subsidiary Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Subsidiary Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Guarantee of such Subsidiary Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Issuers for liquidation, reorganization, should the Issuer 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 Issuer’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, 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.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, (a) TWC hereby unconditionally and irrevocably guarantees to the Notes and obligations Administrative Agent, for the ratable benefit of the Issuer hereunder Lenders and thereundertheir respective successors, indorsees, transferees and guarantees to each Holder of a Note authenticated assigns, the prompt and delivered complete payment and performance by the Trustee, TWE as and to the Trustee for itself and on behalf of such Holder, that: when due (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in ) of the case Obligations of clauses TWE. (1b) TWE hereby unconditionally and (2) above, irrevocably guarantees to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to Administrative Agent, for the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective ratable benefit of the validityLenders and their respective successors, regularity indorsees, transferees and assigns, the prompt and complete payment and performance by TWC as and when due (whether at the stated maturity, by acceleration or enforceability otherwise) of the Notes or this Indenture, the absence Obligations of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives TWC. (to the extent permitted by lawc) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and continue the Commitments are terminated, notwithstanding that from time to time prior thereto either one or both of the Borrowers may be effective should free from any petition be filed by Obligations. (d) Each Guarantor agrees that whenever, at any time, or against from time to time, it shall make any payment to the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Administrative Agent or any significant part Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (e) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (f) No payment or payments made by either of the Issuer’s assetsBorrowers, and either of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from either of the Borrowers, either of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder who shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at notwithstanding any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In payments (other than payments made by such Guarantor in respect of the event that any payment Obligations or any part thereofpayments received or collected from such Guarantor in respect of the Obligations), is rescindedremain liable for the Obligations, reduced, restored or returned, the Notes shall, up to the fullest extent permitted by lawmaximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be reinstated outstanding (unless such Letter of Credit is cash collateralized in accordance with Section 2.05(c) of the Credit Agreement) and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedthe Commitments are terminated.

Guarantees. Subject to this Article Twelve, each Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and interest on or Special Interest in respect of, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1a) and (2b) above, to the limitation set forth in Section 12.04 1205 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due payment and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, ,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes Securities and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note Security authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf of such Holder, that: (1i) the principal of (and of, premium, if any) , and interest on the Notes will Securities shall be paid in full when due, whether at Stated Maturity, by acceleration acceleration, call for redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes Securities or of any such other obligations, the same shall be 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, subject, however, in . Each of the case Guarantees shall be a guarantee of clauses payment and not of collection. (1b) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its 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 with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note Security except by complete performance of the obligations contained in such Note, this Indenture Security and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collectionor as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or of, premium, if any) , or interest on such Note or in payment of any other obligations hereunderSecurity, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the NotesSecurities, to collect interest on the NotesSecurities, or to enforce or exercise any other right or remedy with respect to the NotesSecurities, such Guarantor shall pay to the Trustee for the account of the HolderHolders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1i) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any acceleration of such obligation obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. (a) By its execution of this Indenture (by any amendment or supplemental indenture pursuant to Section 9.01), each Guarantor acknowledges and agrees that it receives substantial benefits from the Company and that such Guarantor is providing its Guarantee for good and valuable consideration, including such substantial benefits. Subject to this Article TwelveXI, each Guarantor of the Guarantors hereby, jointly and severally, fully and unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunderguarantees, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, regardless of such Holderthe validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that: : (1) the principal of (and principal, premium, if any) , and interest on on, the Notes will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, upon Redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principal, premium, if any, and interest on on, of, any overdue interestinterest on, to the extent Notes, if lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder under this Indenture or thereunder the Notes, will be promptly paid or delivered in full or performed, all as applicable, in each case in accordance with this Indenture and the terms hereof and thereofNotes; and and (2) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturitystated maturity, by acceleration, purchase on a Change of Control Payment Date, upon Redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or byotherwise (collectively, the Holder of such Note“Guaranteed Obligations”), in each case subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedSection 11.

Guarantees. Subject If Securities of or within a series are specified, as contemplated by Section 301, to this Article Twelvebe guaranteed by the Guarantor, each then the Guarantor jointly hereby fully and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note any such Security which is authenticated and delivered by the TrusteeTrustee and to each Holder of any coupon appertaining to any such Security, and to the Trustee for itself and on behalf of each such Holder, that: (1) the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes will be paid in full when due(including, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsdefault, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalinterest on principal and, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) , on overdue interest and including any additional interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture, including, without limitation, the payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 1007 hereof (the "Guarantor Obligations"). In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, 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 Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company. The Guarantor hereby agrees that its obligations Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or enforceability of the Notes any such Security or coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any Holder such Security or coupon appertaining thereto with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, Company or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer or any other PersonCompany, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall its Guarantees will not be discharged as to any Note except by complete performance of the its obligations contained in any such Note, Security or coupon appertaining thereto and in this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by If the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer any Security or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee coupon appertaining thereto is required by any court or otherwise to return to the Issuer Company or any the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer Company or any the Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security or any coupons appertaining thereto, the Guarantee of each of the GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each the Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor this Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, . The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (and (2) in the event of any acceleration coupons appertaining thereto) against the Company in respect of any amounts paid by the Guarantor on account of such obligation as provided in Article Five hereofSecurities or any coupons appertaining thereto or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such obligations right of subrogation until the principal of (whether or not due and payablepremium, if any, on) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee interest, if any, on all Securities of such Guarantor. Each Guarantee series shall remain have been indefeasibly paid in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedfull.

Guarantees. Subject to the provisions of this Article Twelve, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: the Holders: (1i) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and accrued interest on any each Security, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof of such Security and thereof; this Indenture and (2ii) in the case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, otherwise (the obligations in the case of clauses subsections (1i) and (2ii) above, to hereof being the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor"Guaranteed Obligations"). Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, the benefit of discussion, protest or notice with respect to any other Person, protest, notice such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that the its Guarantee of such Guarantor shall will not be discharged as to any Note such Security except by complete performance payment in full of the obligations contained principal thereof and interest thereon and as provided in such NoteSection 401, this Indenture Section 1402 and such GuaranteeSection 1403. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each The maturity of the Guarantors hereby agrees that, Securities may be accelerated as provided in Article Five for the purposes of this Article Twelve. In the event of a default any declaration of acceleration of such obligations as provided in payment Article Five, the Securities (whether or not due and payable) shall forthwith become due and payable by each Guarantor jointly and severally, for the purpose of principal (or premiumthis Article Twelve. In addition, if any) or interest on such Note or in payment without limiting the foregoing provisions, upon the effectiveness of any other obligations hereunderan acceleration under Article Five, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee shall promptly make a demand for payment on behalf of itself the Securities under each Guarantee provided for in this Article Twelve. If the Trustee or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee Security is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer Company or any such Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security, the Guarantee of each of the Guarantorsthis Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each Guarantorit, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor its Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. Each Guarantor hereby further agrees that its obligations under this Indenture and the Securities shall be unconditional, and (2) in regardless of the event validity, regularity or enforceability of this Indenture or the Securities, the absence of any acceleration action to enforce this Indenture or the Securities, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Securities, any modification or amendment of, or supplement to, this Indenture or the Securities, the recovery of any judgment against the Company or any action to enforce any such judgment, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor that makes or is required to make any payment in respect of its Guarantee shall be entitled to seek contribution from the other Guarantors to the extent permitted by applicable law; provided that each Guarantor agrees that any such claim for contribution that such Guarantor may have against any other Guarantor shall be subrogated to the prior payment in full, in cash, of all obligations owed to Holders under or in respect of the Securities. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any collateral that any such Holder or the Trustee on behalf of such obligation as provided in Article Five hereofHolder hereafter acquires, such obligations (whether or not due such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and payablethe principal of (and premium, if any) and interest on the Securities shall forthwith become due and payable by each not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the purpose of benefit of, and held in trust for the Guarantee of such Guarantor. Each Guarantee benefit of, the Holders, and shall remain in full force and effect and continue forthwith be paid to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment Trustee for the benefit of creditors or should a receiver or trustee the Holders to be appointed for all or any significant part credited and applied upon the principal of (and premium, if any) and interest on the Securities. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Issuer’s assets, Securities pursuant to this Indenture and shall, that the waivers set forth in this Section 1202 are knowingly made in contemplation of such benefits. Each Guarantee set forth in this Section 1202 shall not be valid or become obligatory for any purpose with respect to a Security until the fullest extent permitted certificate of authentication on such Security shall have been signed by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance on behalf of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedTrustee.

Guarantees. Subject to this Article TwelveFrom and after the date of the Release, each Guarantor of the undersigned (the "Guarantors") hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture dated as of December 3, 2002 by and irrevocably guarantees among ▇.▇. ▇▇▇▇▇▇▇▇▇ Finance Corporation I, a Delaware corporation, as issuer (the Notes "Company"), the Guarantors, as guarantors, and obligations The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the "Indenture"), and subject to the provisions of the Issuer hereunder Indenture, (a) the due and thereunderpunctual payment of the principal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; set forth in Article Ten of the Indenture, and (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its The 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the account precise terms and limitations of this Guarantee. Each Holder of the HolderNote to which this Guarantee is endorsed, upon demand thereforby accepting such Note, the amount that would otherwise have been due agrees to and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of bound by such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantorprovisions. Each Guarantee shall remain in full force will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor after giving effect to all of its other contingent and effect and continue fixed liabilities without rendering such Guarantee, as it relates to be effective should any petition be filed by such Guarantor, voidable under applicable law relating to fraudulent conveyance or against fraudulent transfer or similar laws affecting the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit rights of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedgenerally.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; thereof and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantee the Notes Securities and obligations of the Issuer Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note Security authenticated and delivered by the TrusteeTrustee in accordance with the terms hereof, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) and cash interest on the Notes Securities will be paid in full when due, whether at Stated Maturity, by acceleration acceleration, redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with cash interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes Securities or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration redemption or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor The Guarantors hereby agrees (to the extent permitted by applicable law) agree that its 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 with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor The Guarantors hereby waives waive (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note Security except by complete performance of the obligations contained in such NoteSecurity, this Indenture and such Guarantee. Each Guarantor acknowledges The Guarantors acknowledge that the Guarantee is Guarantees are a guarantee of payment, performance and compliance when due payment and not of collection. Each of the The Guarantors hereby agrees agree that, in the event of a default in payment of principal (or premium, if any) or cash interest on such Note or in payment of any other obligations hereunderSecurity, whether at its Stated Maturity, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 's Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the NotesSecurities, to collect interest on the NotesSecurities, or to enforce or exercise any other right or remedy with respect to the NotesSecurities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees that, that as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article TwelveThirteen, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesSecurities, 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, for the Notes purposes of the amounts due under the Guarantees, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The form of Guarantee is attached hereto as Exhibit A-2.

Guarantees. Subject (a) In consideration for Lilly entering into this Agreement, the ▇▇▇▇▇▇▇▇▇ Guarantor irrevocably and unconditionally guarantees to Lilly the punctual performance of all obligations of ▇▇▇▇▇▇▇▇▇ related to the payment of monies under this Agreement and undertakes to Lilly that whenever ▇▇▇▇▇▇▇▇▇ does not pay any amount when due under or in connection with this Agreement, the ▇▇▇▇▇▇▇▇▇ Guarantor shall immediately on demand pay that amount as if it was the principal obligor, so that the same benefits are conferred on Lilly as they would have received if such obligation had been performed and satisfied by ▇▇▇▇▇▇▇▇▇. (b) The ▇▇▇▇▇▇▇▇▇ Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities in Article 7.11(a) undertakes to indemnify and hold Lilly harmless from and against any loss or costs suffered or incurred by it as a result of the non-performance by ▇▇▇▇▇▇▇▇▇ of any of its obligations under this Agreement. This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by ▇▇▇▇▇▇▇▇▇ under this Agreement, regardless of any intermediate payment or discharge in whole or in part. (c) The obligations of a Guarantor will not be affected by any act, omission, matter or thing which, but for this Article 7.11, would reduce, release or prejudice any of its obligations under this Agreement including (i) any time, waiver or consent granted to a Party or any other person, (ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against a Party under this Agreement, (iii) the insolvency (or similar proceedings) of a Party, any incapacity or lack of power, authority or legal personality of a Party or change in control, ownership or status of a Party, (iv) any amendment to this Agreement (subject to such amendment not increasing the extent of the Guarantor’s liability under this Article Twelve7.11 without the Guarantor’s consent), each Guarantor jointly and severally(v) any illegality, unconditionally and irrevocably guarantees invalidity or unenforceability of any obligation of any person under this Agreement, or (vi) any other act, event or omission which might operate to discharge, impair or otherwise affect any of the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notesrights, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights powers and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effectconferred on a Party under this Agreement. Each Guarantor further agrees that, as between each Guarantor, on waives any right which it may have to first require the one hand, and the Holders and the Trustee on a Party to proceed against the other hand, (1) subject to Party before claiming from such Guarantor under this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returned7.11.

Guarantees. Subject to this Article Twelve(a) Each Guarantor, each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes Notes, Hedge Agreements and obligations of the Issuer Obligations hereunder and thereunder, and guarantees to each Holder Noteholder of a Note authenticated and delivered by the Indenture Trustee, each Hedge Counterparty and to the Indenture Trustee for itself and on behalf of such HolderNoteholder and such Hedge Counterparty, that: : (1i) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders Noteholders or the Indenture Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and ; (2ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsObligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration or otherwise; and (iii) the full amount of all obligations of Issuer under the Hedge Agreements shall be paid in full when due, subjectwhether on a particular payment date, howeverby acceleration or otherwise (including, in without limitation, the case amount that would become due but for the operation of clauses (1the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on each overdue amount as provided for under any Hedge Agreement, and (2) above, all other obligations of the Issuer to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder Hedge Counterparty thereunder shall be paid in full or performed, all in accordance with the terms thereof. The obligations of each Guarantor are direct, independent and primary obligations of each Guarantor and are irrevocable, absolute, unconditional, irrespective and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any other action, the pursuit of any remedies or any attempt to enforce performance of or compliance with the Obligations by the Issuer and each Guarantor, and their respective successors, transferees or assigns, and shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantors and its successors and assigns and irrevocable without regard to the validity, regularity legality or enforceability of this Indenture or any other Basic Document, or the Notes lack of power or authority of the Issuer or the Guarantors to enter into this IndentureIndenture or any other Basic Document, the absence of or any action to enforce the samesubstitution, any waiver release or consent by any Holder with respect to any provisions hereof or thereof, any release exchange of any other Guarantor, guaranty or any other security for any of the recovery of any judgment against the Issuer, any action to enforce the same Obligations or any other circumstance which whatsoever (other than payment) that might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor, and shall not be subject to any right of set off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Issuer, the Guarantors or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, the Guarantors shall not have any right to terminate this guaranty, or to be released, relieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, and such obligations shall not be affected, diminished, modified or impaired for any reason whatsoever, including, without limitation, (i) the change, modification or amendment of any obligation, duty, guarantee, warranty, responsibility, covenant or agreement set forth in this Indenture, the granting of any extension of time for payment to the Issuer or any other surety, or any extension or renewal of the Issuer’s obligations under this Indenture, (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of any of the Issuer’s or the Guarantors’ assets, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or the Guarantors or any of the assets of the Issuer or the Guarantors, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Obligations or this Indenture, (v) any merger or consolidation of the Issuer or the Guarantors into or with any other person or entity, the Issuer’s loss of its separate corporate identity or its ceasing to be an Affiliate of the Guarantors, or (vi) the failure to give notice to the Guarantors of the occurrence of a default under the terms and provisions of this Indenture. (b) Each Guarantor hereby waives (irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have now, or in the future, under law or in equity, to: (i) the benefits notice of diligenceany waiver or extension granted to the Issuer; (ii) all notices which may be required by applicable statute, presentment, demand for payment, filing rule of claims with a court in law or otherwise to preserve any of the event rights of insolvency the Noteholders or bankruptcy of the Hedge Counterparties against the Issuer, each Guarantor or any right to other person; (iii) require a proceeding first either that an action be brought against the Issuer or any other Personperson or entity as a condition to proceeding against the Guarantors, protestor to require that action be first taken against any security given by the Issuer or the Guarantors; (iv) notice of (a) any Noteholder’s or Hedge Counterparty’s acceptance and reliance on this guaranty, (b) default or demand in the case of default, provided such notice or demand has been given to or made upon the Issuer or the Guarantors, and all demands whatsoever (c) any extensions or consents granted to the Issuer, the Guarantors or any other surety; (v) promptness, diligence, presentment, demand of payment or enforcement and covenants that the Guarantee of such Guarantor shall not be discharged as any other notice with respect to any Note except by complete performance of the obligations contained in such NoteObligations and this guaranty; (vi) require any election of remedies; (vii) require the marshalling of assets or the resort to any other security; (viii) except as otherwise expressly provided herein, this Indenture claim any other defense, contingency, circumstance or matter which might constitute a legal or equitable discharge of a surety or Guarantors; (ix) any defense based on or arising out of the voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Issuer; or (x) any defense related to the addition, substitution or partial or entire release of any guarantor, maker or other party (including the Issuer and such Guarantee. Each Guarantor acknowledges that each Guarantor) primarily or secondarily liable or responsible for the Guarantee is a guarantee of payment, performance and compliance when due and not observance of collection. Each any of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this IndentureIndenture and the other Basic Documents or by any extension, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer waiver, amendment or any action whatsoever which may release a guarantor (other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. than performance). (c) If any Holder Noteholder, Hedge Counterparty or the Indenture Trustee is required by any court or otherwise to return to the Issuer or any Guarantorthe Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantorthe Guarantors, any amount paid by any of them to the Indenture Trustee or such HolderNoteholder or Hedge Counterparty, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (c) shall remain effective notwithstanding any contrary action which may be taken by the Indenture Trustee or any Noteholder or any Hedge Counterparty in reliance upon such amount required to be returned. This paragraph (c) shall survive the termination of this Indenture. (d) Each Guarantor further agrees that, as between each Guarantor, as applicable, on the one hand, and the Holders Noteholders, Hedge Counterparties and the Trustee Indenture Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation Obligations as provided in Article Five V hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) IP RemainCo shall, and shall cause the principal other members of its Group to, (and premium, if any) and interest on with the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation reasonable cooperation of the automatic stay under Section 362(aother Party) use commercially reasonable efforts to have all members of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on Product SpinCo Group removed as guarantor of or obligor for any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, IP Liability to the fullest extent permitted by lawapplicable Law, continue to be effective or be reinstatedand (2) Product SpinCo shall, as and shall cause the case may beother members of its Group to, if at any time payment and performance (with the reasonable cooperation of the Notes are, pursuant applicable Party) use commercially reasonable efforts to applicable law, rescinded have all members of the IP RemainCo Group removed as guarantor of or reduced in amount, or must otherwise be restored or returned by obligor for any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, Product Liability to the fullest extent permitted by lawapplicable Law, in each case (clauses (1)-(2)), on or prior to the Relevant Time or as soon as reasonably practicably thereafter. Except as otherwise provided in Section 2.3(b)(ii) no member of the Product SpinCo Group or IP RemainCo Group or any of their respective Affiliates from time to time shall be reinstated required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party with respect to any such guarantees. (ii) On or prior to the Relevant Time or as soon as reasonably practicable thereafter, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) (i) of any member of the IP RemainCo Group, Product SpinCo shall, and deemed reduced only shall cause the other members of its Group to, as applicable, execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which any member of the Product SpinCo Group, would be reasonably unable to comply or (B) which would be reasonably expected to be breached, and (ii) of any member of the Product SpinCo Group, IP RemainCo shall, and shall cause the other members of its Group to, as applicable, execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which IP RemainCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (iii) If any of IP RemainCo or Product SpinCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (i) and (ii) of this Section 2.3(b) (i) the Party whose Group is relevant beneficiary shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VII) and shall or shall cause one of the other members of its Group, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) each of IP RemainCo and Product SpinCo agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any guarantees or Credit Support Instruments, for which the other Party is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party; provided, however, with respect to guarantees included in leases for real property, in the event a Guaranty Release is not obtained and such Party wishes to extend the term of such guaranteed lease, then such Party shall have the option of extending the term until the fourth (4th) anniversary of the Relevant Time if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease and (iii) the relevant beneficiary shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount paid of the obligation underlying such guarantee or obligation during such quarter. (iv) Each Party shall, and shall cause the other members of their respective Groups to cooperate and (i) Product SpinCo shall, and shall cause the other members of its Group to, use reasonable best efforts to replace all Credit Support Instruments issued by IP RemainCo or other members of the IP RemainCo Group on behalf of or in favor of any member of the Product SpinCo Group or the Product Business (the “Product SpinCo CSIs”) as promptly as practicable with Credit Support Instruments from Product SpinCo or a member of the Product SpinCo Group as of the Effective Time and (ii) IP RemainCo shall, and shall cause the other members of its Group to, use reasonable best efforts to replace all Credit Support Instruments issued by Product SpinCo or other members of the Product SpinCo Group on behalf of or in favor of any member of the IP RemainCo Group or the IP Business (the “IP RemainCo CSIs”) as promptly as practicable with Credit Support Instruments from IP RemainCo or a member of the IP RemainCo Group as of the Effective Time: (A) With respect to any Product SpinCo CSIs that remain outstanding after the Effective Time (x) Product SpinCo shall, and shall cause the members of the Product SpinCo Group to, jointly and severally indemnify and hold harmless the IP RemainCo Indemnitees for any Liabilities arising from or relating to the such Product SpinCo CSIs, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Product SpinCo CSIs in accordance with the terms thereof, (y) Product SpinCo shall pay to IP RemainCo a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Product SpinCo CSIs issued by IP RemainCo or any member of the IP RemainCo Group, respectively, and (z) without the prior written consent of IP RemainCo, Product SpinCo shall not, and shall not so rescindedpermit any member of the Product SpinCo Group to, reducedenter into, restored renew or returnedextend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which IP RemainCo or any member of the IP RemainCo Group, respectively, has issued any Credit Support Instruments which remain outstanding. None of IP RemainCo and the members of the IP RemainCo Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Product SpinCo Group or the Product Business after the expiration of such Product SpinCo CSI. (B) With respect to any IP RemainCo CSIs that remain outstanding after the Effective Time (x) IP RemainCo shall, and shall cause the members of the IP RemainCo Group to, jointly and severally indemnify and hold harmless the Product SpinCo Indemnitees for any Liabilities arising from or relating to the such IP RemainCo CSIs, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such IP RemainCo CSIs in accordance with the terms thereof, (y) IP RemainCo shall pay to Product SpinCo, a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding IP RemainCo CSIs issued by Product SpinCo or any member of the Product SpinCo Group, respectively, and (z) without the prior written consent of Product SpinCo, IP RemainCo shall not, and shall not permit any member of the IP RemainCo Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Product SpinCo or any member of the Product SpinCo Group, has issued any Credit Support Instruments which remain outstanding. None of Product SpinCo and the members of the Product SpinCo Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the IP RemainCo Group or the IP Business after the expiration of such IP RemainCo CSI.

Guarantees. Subject to this Article Twelve, each Guarantor Each of the undersigned (the “Guarantors”) hereby jointly and severallyseverally unconditionally guarantees, unconditionally to the extent set forth in the Indenture, dated as of November 18, 2005, by and irrevocably guarantees among Crown Americas LLC (“Crown Americas”) and Crown Americas Capital Corp. (“Capital Corp”), as issuers (the Notes “Issuers”), the Guarantors and obligations Citibank, N.A., as trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the Indenture, (a) the due and punctual payment of the Issuer hereunder and thereunderprincipal of, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue interestprincipal of, and premium and, to the extent lawfulpermitted by law, interest, and the due and punctual performance of all other obligations of the Issuer Issuers to the Holders Noteholders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, all in accordance with the terms hereof and thereof; and set forth in Article Ten of the Indenture, (2b) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) otherwise and (2c) above, all amounts due to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (Trustee pursuant to the extent permitted by applicable law) that its Indenture. The 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence Noteholders and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the account precise terms and limitations of this Guarantee. Each Holder of the HolderNote to which this Guarantee is endorsed, upon demand thereforby accepting such Note, the amount that would otherwise have been due agrees to and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 bound by such amount paid and not so rescinded, reduced, restored or returnedprovisions.

Guarantees. Subject By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article TwelveX, each Guarantor Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself its successors and on behalf of such Holder, assigns that: (1i) the principal of (and of, premium, if any) , and interest and Liquidated Damages, if any, on the Notes will shall be duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on the overdue principal, premium, if any, Liquidated Damages, if any, and (to the extent permitted by law) interest on any overdue interest, to if any, on the extent lawful, Notes and all other obligations Obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the same 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 acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 hereof10.5 hereof (collectively, the "Guarantee Obligations"). Each Subject to the provisions of this Article X, each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives and relinquishes: (to the extent permitted by lawa) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Company (each, a proceeding first "Benefitted Party") to proceed against the Issuer Company, the Subsidiaries or any other PersonPerson or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice and all demands whatsoever and covenants of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any Obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee obligation of such Guarantor a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged as to any Note except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in such Noteprincipal, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any Notes and all other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee costs provided for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holdersunder this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer Company or any Guarantorthe Guarantors, or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Issuer Company or any Guarantorthe Guarantors, any amount paid by any of them the Company or the Guarantors to the Trustee or such Holder, the Guarantee of each of the GuarantorsGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such Obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Notes and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyGuarantee Obligations, and (2y) in the event of any acceleration of such obligation Obligations as provided in Article Five VI hereof, such obligations Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuarantee.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer AirGate hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of (and premium, if any) any and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration acceleration, call for redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy LawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer AirGate to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in . Each of the case Guarantees shall be a guarantee of clauses payment and not of collection. (1b) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture Note and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collectionor as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s 's Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the HolderHolders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer AirGate or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer AirGate or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture except as otherwise provided in the Intercreditor Agreement. (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of the Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor shall jointly and severally, fully, unconditionally and irrevocably guarantees guarantee the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf of itself and such Holder, that: (1) the principal of (and premium, if any) , and interest on the Notes will shall be paid in full when due, whether at Stated Maturity, by acceleration acceleration, call for redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, interest to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each of the Guarantees shall be a guarantee of payment and not of collection. (b) Each Guarantor hereby agrees (to the extent permitted by applicable law) shall agree that its 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor hereby waives (to the extent permitted by law) shall waive the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture Note and such Guarantee. Each Guarantor acknowledges that Guarantee or as provided for in the Guarantee is a guarantee of payment, performance and compliance when due and not of collectionIndenture. Each of the Guarantors hereby agrees shall agree that, in the event of a default in payment of principal (or premium, if any) any or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this the Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the HolderHolders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This Section 7.01(d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This Section 7.01(d) shall survive the termination of the Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 of the Base Indenture (as modified by the provisions of Section 6.01 and Section 6.02 hereof) for the purposes of the Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five 6 of the Base Indenture (as modified by the provisions of Section 6.01 and Section 6.02 hereof), such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject By its execution hereof, the Guarantors acknowledge and agree that each receives substantial benefits from the Company and that each Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article Twelve14, each Guarantor jointly the Guarantors hereby fully and severallyunconditionally guarantee to the Trustee, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself its successors and on behalf of such Holder, assigns that: (1i) the principal of (and premium, if anyincluding the Fundamental Change Purchase Price upon repurchase pursuant to Article 3) and interest on the Notes will shall be duly and punctually paid in full when due, whether at Stated Maturitythe Maturity Date, by acceleration upon acceleration, upon repurchase due to a Fundamental Change or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with and interest on overdue principal and (to the overdue principal, if any, and extent permitted by law) interest on any overdue interest, to if any, on the extent lawful, Notes and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon repurchase due to a Fundamental Change or otherwise, subject, however, in the case of clauses (1i) and (2ii) above, to the limitation limitations set forth in Section 12.04 hereof. Each Guarantor 14.03 hereof (collectively, the “Guarantee Obligations”).Subject to the provisions of this Article 14, the Guarantors hereby agrees (to the extent permitted by applicable law) that its obligations their Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery entry of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorthe Guarantors. Each Guarantor The Guarantors hereby waives waive and relinquish: (to the extent permitted by lawa) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require the Trustee, the Holders or the Company (each, a proceeding first “Benefited Party”) to proceed against the Issuer Company or any other PersonPerson or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, protestlack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice and all demands whatsoever and covenants of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, any Benefited Party, any creditor of the Guarantors or the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Guarantee obligation of such Guarantor a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. The Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged as to any Note except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in such Note, this Indenture principal and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, Notes and all other costs provided for under this Indenture or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returned8.

Guarantees. Subject to this Article Twelve, each Guarantor jointly No Obligor shall (and severally, unconditionally and irrevocably guarantees the Notes and obligations Company shall ensure that no other member of the Issuer hereunder Group will) grant or permit to be outstanding any Surety other than a Surety: (a) existing at the date of this Agreement and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and disclosed to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest Facility Agent prior to or on the Notes will be paid date of this Agreement; (b) in full when due, whether at Stated Maturity, by acceleration or otherwise connection with the Finance Documents; (including c) in the amount that would become due but for the operation ordinary course of trading; (d) in connection with Permitted Financial Indebtedness of members of the automatic stay under Section 362(aGroup provided that nothing in this paragraph (d) shall be interpreted so as to permit any Subsidiary to grant or to permit to be outstanding any Surety in respect of any obligations (whether present or future, actual or contingent and whether incurred as principal or as surety) of the Bankruptcy Law), together Company; (e) created pursuant to or in connection with interest on the overdue principal, if any, and interest on any overdue interest, Debt Securities Documents provided that equivalent Surety is or has been granted to the extent lawful, Finance Parties and all other obligations the claims of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance Finance Parties under such Surety rank at least pari passu with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms claims of the extension creditors secured by way of Surety in reliance on this paragraph (e); (f) granted by the Company in connection with Financial Indebtedness of Merck Finanz; (g) by which it accepts personal liability for the fulfilment of obligations of: (i) a member of the Group other than in connection with Permitted Financial Indebtedness of the relevant member of the Group; (ii) a person other than a member of the Group; or (iii) a member of the Group in connection with acquisitions or renewaldisposals permitted by this Agreement, whether at Stated Maturity, by acceleration or otherwise, subject, however, provided that the nominal amount of the Sureties referred to in the case of clauses paragraphs (1i) and (2ii) above, above do not exceed at any time an overall amount of €100,000,000 (excluding the B▇▇▇▇▇ Guarantee) provided that prior to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective end of the validity, regularity or enforceability Clean-Up Period (as defined in Clause 4.1 (Defined terms) no member of the Notes Merck Group may grant 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted permit to be exercised by the Trustee or outstanding any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration Surety in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether present or not due future, actual or contingent and payablewhether incurred as principal or as surety) shall forthwith become due and payable by each Guarantor for the purpose of a member of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against Target Group; or (h) the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedB▇▇▇▇▇ Guarantee.

Guarantees. (a) Subject to the provisions of this Article TwelveX, each Guarantor hereby jointly and severally, irrevocably, fully and unconditionally guarantees, on a senior unsecured basis, as guarantor and irrevocably guarantees not as a surety, with each other Guarantor, to each Holder, to the Notes and obligations of the Issuer hereunder and thereunderextent lawful, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, the full and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise (including the amount that would become due but for the operation otherwise, of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and interest on any overdue interest, to the extent lawful, Notes and all other obligations Obligations of the Issuer under this Indenture and the Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Holders Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Trustee hereunder or thereunder will be paid in full or performed, obligations under Section 7.6) (all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, foregoing being hereinafter collectively called the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof“Guarantor Obligations”). Each Guarantor hereby agrees (to the extent permitted by applicable lawlawful) that its obligations hereunder the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall be unconditional, irrespective of the validity, regularity remain bound under this Article X notwithstanding any extension or enforceability of the Notes or this Indenture, the absence renewal of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Guarantor Obligation. (b) Each Guarantor hereby waives (to the extent permitted by lawlawful) the benefits of diligence, presentmentpresentation to, demand for paymentof, filing payment from and protest to the Issuer of claims with a court in the event of insolvency or bankruptcy any of the Issuer, Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Notes or the Guarantor Obligations. (c) Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require a proceeding first that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (d) Except as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other PersonPerson under this Indenture, protestthe Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, notice and all demands whatsoever and covenants that waiver, amendment or modification of any of the Guarantee terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor shall not be discharged as to any Note except by complete performance a matter of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal law or equity. (or premium, if anye) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the its Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, Article VIII. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance payment, or any part thereof, of principal, premium, if any, or interest on any of the Notes are, pursuant to applicable law, Guarantor Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on Holder upon the Notesbankruptcy or reorganization of the Issuer or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether as a “voidable preference”at maturity, “fraudulent transfer” by acceleration, by redemption or otherwise, all as though such payment each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or performance had not been made. In the event that any payment or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent permitted not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, examinership, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). (g) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be reinstated accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and deemed reduced only (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. (i) Neither the Issuer nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such amount paid notation shall not be a condition to the validity of any Guarantee. (j) Each Guarantee shall be subject to limitations in accordance with local law in the jurisdiction of organization of the applicable Guarantor and defenses generally available to guarantors in such jurisdiction. For the avoidance of doubt, such limitations and defenses may include, but are not so rescindedlimited to, reduced(i) those related to fraudulent conveyance, restored or returnedfraudulent transfer, voidable preference, financial assistance, corporate purpose, corporate benefit, capital maintenance, earnings stripping, retention of title claims and similar laws, regulations and defenses affecting the rights of creditors generally, (ii) such limitations and defenses as are described in the Offering Memorandum under the caption “Limitations on Validity and Enforceability of the Guarantees and the Security Interests” and (iii) other considerations under applicable law.

Guarantees. Subject (a) The Parent Guarantor shall execute a Notation of Guarantee with respect to each series of Securities issued hereunder, although failure to so execute shall not negate an obligation of any such guarantor hereunder or under the relevant securities. (b) Notwithstanding any provision of this Article TwelveFourteen to the contrary, the provisions of this Article Fourteen shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 301, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such series. (c) For value received, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably absolutely guarantees (the Notes and obligations of “Guarantee”) to the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Holders and to the Trustee for itself the due and on behalf punctual payment of such Holder, that: (1) the principal of (and premium, if any) and interest on each series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such series and all other amounts due and payable under this Indenture and the Notes will be paid in full Securities of such series by the Issuer, when dueand as such principal and interest shall become due and payable, whether at the Stated MaturityMaturity or by declaration of acceleration, by acceleration call for redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law)otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, according to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalsuch Securities and this Indenture, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, subject to the limitation limitations set forth in Section 12.04 hereof1403. (d) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor of the Guarantors hereby agrees (with respect to the extent permitted by applicable law) Securities of any series that its obligations with regards to the Guarantee shall be as principal and not merely as surety that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, the Guarantee (including the Guarantee of any other 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, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuer or any 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 Guarantorany of the Guarantors. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants agrees that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of the principal (or premium, if any) of or interest on the Securities entitled to the Guarantee of such Note or in payment of any other obligations hereunderGuarantor, whether at its the Stated Maturity, Maturity or by declaration of acceleration, purchase call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteHolders or, subject to Section 507, by the Holders, on the terms and conditions set forth in this Indenture, directly against each of the Guarantors such Guarantor to enforce such Guarantor’s the Guarantee without first proceeding against the Issuer or any other Guarantor. . (e) Each Guarantor agrees that ifhereby (i) waives diligence, after presentment, demand of payment, filing of claims with a court in the occurrence and during event of the continuance merger, insolvency or bankruptcy of an Event of Default, the Trustee Issuer or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the NotesGuarantors, to collect interest on the Notesand all demands whatsoever and (ii) acknowledges that any agreement, instrument or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, 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 Guarantors, Guarantee without notice to the extent theretofore discharged, shall be reinstated in full force and effectit. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding that if at any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for time all or any significant part of any payment theretofore applied by any person to the Issuer’s assetsGuarantee is, and or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Issuer or any of the Guarantors, the Guarantee shall, to the fullest extent permitted by lawthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance application had not been made. In . (f) Each Guarantor shall be subrogated to all rights of the event that Holders and the Trustee against the Issuer in respect of any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, amounts paid by such Guarantor pursuant to the fullest extent permitted by lawprovisions of this Indenture; provided, however, that such Guarantor shall not be reinstated entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and deemed reduced only by such amount the Guarantee shall have been paid and not so rescinded, reduced, restored in full or returneddischarged.

Guarantees. Subject to this Article Twelve20.1 The K▇▇▇-▇▇▇▇▇ Guarantor, each Guarantor jointly and severallyas primary obligor, unconditionally and irrevocably guarantees the Notes and obligations guarantees, by way of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and continuing guarantee to the Trustee for itself Buyer, the payment and on behalf of such Holderperformance by K▇▇▇-▇▇▇▇▇, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including of all amounts and obligations under the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereofTransaction Documents. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a This guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect until all such amounts and continue obligations have been irrevocably paid and discharged in full. 20.2 The K▇▇▇-▇▇▇▇▇ Guarantor's obligations under this clause: (a) constitute direct, primary and unconditional obligations to be effective should pay on demand by the Buyer any petition be filed by or sum which K▇▇▇-▇▇▇▇▇ is liable to pay under this Agreement and to perform on demand any obligation of K▇▇▇-▇▇▇▇▇ under this Agreement without requiring the Buyer first to take any steps against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all K▇▇▇-▇▇▇▇▇ or any significant part other person; and (b) shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including: (i) any time or indulgence granted to, or composition with, K▇▇▇-▇▇▇▇▇ or any other person; or (ii) any amendment of this Agreement; or (iii) the Issuer’s assetstaking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against K▇▇▇-▇▇▇▇▇ or any other person; or (iv) any legal limitation, disability or other circumstance relating to K▇▇▇-▇▇▇▇▇ or any unenforceability or invalidity of any obligation of K▇▇▇-▇▇▇▇▇ under this Agreement. 20.3 The K▇▇▇-▇▇▇▇▇ Guarantor warrants that: (a) it is validly incorporated, in existence and shallduly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement; (b) it has obtained all corporate authorisations and (other than, in the period prior to Completion, to the fullest extent permitted by lawrelevant to the Conditions Precedent) all other applicable governmental, continue statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and any other Transaction Document to which it is (or is proposed to be) a party; (c) this Agreement and any other Transaction Document which are to be effective entered into by it will, when executed, constitute its valid and binding obligations; (d) entry into and performance by it of this Agreement and any other Transaction Document to which it is a party will not violate or be reinstatedconflict with the provisions of its memorandum and articles of association, certificate of incorporation, by-laws, or in any way that would materially and adversely affect its ability to enter into or perform its obligations under this Agreement and any other Transaction Document to which it is a party; (e) subject to fulfilment of the Conditions Precedent neither entry into this Agreement nor entry into, and implementation of, the Proposed Transaction will: (i) result in violation or breach of any applicable laws or regulations in any relevant jurisdiction; or (ii) amount to a violation or default with respect to any statute, regulation, order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction; which, in each case, would materially and adversely affect its ability to enter into or perform its obligations under this Agreement and any other Transaction Document to which it is a party; (f) neither entry into this Agreement nor entry into, and implementation of, the Proposed Transaction will (subject to fulfilment of the Conditions Precedent) result in a requirement for it to obtain any consent or approval, or give any notice to or make any registration with, any governmental regulatory or other authority which has not been obtained or made as at the date of this Agreement; (g) no order has been made, petition presented (and not withdrawn within 20 days) or meeting convened for its winding up, or for the appointment of any provisional liquidator (or equivalent in the jurisdiction of its incorporation), and the K▇▇▇-▇▇▇▇▇ Guarantor has not received any written notice threatening such an order, petition or meeting; (h) no administrator or receiver (including any administrative receiver or the equivalent to an administrator, receiver or administrative receiver in the relevant jurisdiction) has been appointed in respect of it or the whole or any material part of its property, assets and/or undertaking, and it has not received any written notice threatening such an appointment; (i) it has not made any compromise or arrangement with any of its creditors; (j) it has not stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any competent jurisdiction; (k) no circumstances have arisen which entitle any person to take any action, appoint any person, commence any proceedings or obtain any order of a type mentioned in any of the subparagraphs (g) to (j) above in any competent jurisdiction. 20.4 The Buyer Guarantor, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to K▇▇▇-▇▇▇▇▇, the case may be, if at any time payment and performance by the Buyer, when due, of all amounts and obligations under the Transaction Documents. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full. 20.5 The Buyer Guarantor's obligations under this clause: (a) constitute direct, primary and unconditional obligations to pay on demand by K▇▇▇-▇▇▇▇▇ any sum which the Buyer is liable to pay under this Agreement and to perform on demand any obligation of the Notes areBuyer under this Agreement without requiring K▇▇▇-▇▇▇▇▇ first to take any steps against the Buyer or any other person; and (b) shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, pursuant to applicable law, rescinded including: (i) any time or reduced in amountindulgence granted to, or must otherwise be restored or returned by any obligee on composition with, the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment Buyer or any part thereofother person; or (ii) any amendment of this Agreement; or (iii) the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Buyer or any other person; or (iv) any legal limitation, disability or other circumstance relating to the Buyer or any unenforceability or invalidity of any obligation of the Buyer under this Agreement. 20.6 The Buyer Guarantor warrants that: (a) it is rescindedvalidly incorporated, reducedin existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement; (b) it has obtained all corporate authorisations and (other than, restored or returned, in the Notes shallperiod prior to Completion, to the fullest extent permitted relevant to the Conditions Precedent) all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and any other Transaction Document to which it is (or is proposed to be) a party; (c) this Agreement and any other Transaction Document which are to be entered into by lawit will, be reinstated when executed, constitute its valid and deemed reduced only binding obligations; (d) entry into and performance by such it of this Agreement and any other Transaction Document to which it is a party will not violate or conflict with the provisions of its memorandum and articles of association, certificate of incorporation, by-laws, or in any way that would materially and adversely affect its ability to enter into or perform its obligations under this Agreement and any other Transaction Document to which it is a party; (e) subject to fulfilment of the Conditions Precedent neither entry into this Agreement nor entry into, and implementation of, the Proposed Transaction will: (i) result in violation or breach of any applicable laws or regulations in any relevant jurisdiction; or (ii) amount paid to a violation or default with respect to any statute, regulation, order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction; which, in each case, would materially and adversely affect its ability to enter into or perform its obligations under this Agreement and any other Transaction Document to which it is a party; (f) neither entry into this Agreement nor entry into, and implementation of, the Proposed Transaction will (subject to fulfilment of the Conditions Precedent) result in a requirement for it to obtain any consent or approval, or give any notice to or make any registration with, any governmental regulatory or other authority which has not been obtained or made as at the date of this Agreement; (g) no order has been made, petition presented (and not so rescindedwithdrawn within 20 days) or meeting convened for its winding up or for the appointment of any provisional liquidator (or equivalent in the jurisdiction of its incorporation), reducedand the Buyer Guarantor has not received any written notice threatening such an order, restored petition or returnedmeeting; (h) no administrator or receiver (including any administrative receiver or the equivalent to an administrator, receiver or administrative receiver in the relevant jurisdiction) has been appointed in respect of it or the whole or any material part of its property, assets and/or undertaking, and it has not received any written notice threatening such an appointment; (i) it has not made any compromise or arrangement with any of its creditors; (j) it has not stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any competent jurisdiction; (k) no circumstances have arisen which entitle any person to take any action, appoint any person, commence any proceedings or obtain any order of a type mentioned in any of the subparagraphs (g) to (j) above in any competent jurisdiction.

Guarantees. (a) Subject to this Article ARTICLE Twelve, each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereundernot merely as a surety, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, Trustee and to the Trustee for itself and on behalf its successors and assigns, regardless of such Holderthe validity and enforceability of this Indenture, that: (1i) the principal of (full and premium, if any) and interest on the Notes will be paid in full punctual payment when due, whether at Stated Maturity, by acceleration acceleration, by redemption or otherwise otherwise, of all obligations of the Company under this Indenture (including obligations to the amount that would become due but Trustee) and the Notes, whether for payment of principal of, or premium (if any), interest and Additional Interest (if any) on, the operation Notes and all other monetary obligations of the automatic stay Company under Section 362(a) of the Bankruptcy Law), together with this Indenture (including interest on the overdue principalprincipal of, premium (if any), interest and Additional Interest (if any) on, the Notes, if any, lawful (subject in all cases to any applicable grace period provided herein)) and interest on any overdue interest, to the extent lawful, Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer to the Holders Company whether for fees, expenses, indemnification or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, under this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of Notes (all the Guarantors hereby agrees that, in foregoing being hereinafter collectively called the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect“Guaranteed Obligations”). Each Guarantor further agrees thatthat the Guaranteed Obligations may be extended or renewed, as between in whole or in part, without notice or further assent from each such Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of that each such Guarantor shall remain bound under this ARTICLE Twelve notwithstanding any stay, injunction extension or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event renewal of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 returnedGuaranteed Obligation.

Guarantees. Subject to this Article TwelveEach of VPAR, each Guarantor jointly VCP and CRB hereby jointly, severally, fully, absolutely and unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees guarantee on a senior unsecured basis to each Holder of a Note Security authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the due and punctual payment of the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(aany Additional Amounts) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, such Security and all other obligations of the Issuer to Company under this Indenture (which, for the Holders or avoidance of doubt, does not include obligations under the Trustee hereunder or thereunder will be paid in full or performedLetter of Credit Agreement, all in accordance with the terms hereof which are solely obligations of VPAR), when and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, as the same shall be paid in full when become due and payable, whether at the Stated Maturity or performed by acceleration, redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture provided that the extension or renewalliability of each of VCP and CRB will be limited to 50% of the outstanding amount of the Securities. In case of the failure of the Company punctually to make any such payment, each of the Guarantors 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, purchase or otherwise, subjectand as if such payment were made by the Company. The Guarantees constitute general senior unconditional and unsubordinated obligations of each of the Guarantors that will at all times rank at least equally with all other present and future unsecured senior obligations of each such Guarantor, however, in the case except for any obligations that may be preferred by provisions of clauses (1) law that are both mandatory and (2) above, to the limitation set forth in Section 12.04 hereofof general application. Each Guarantor of the Guarantors hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be 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 release or amendment or waiver of any term of any other guarantee of, or any consent to depart from any requirement of any other guarantee, of all or any of the Securities, any waiver or consent by the Holder of any Holder Security or by the Trustee with respect to any provisions hereof thereof or thereof, any release of any other Guarantorthis Indenture, the recovery obtaining of any judgment against the Issuer, 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 Guarantorguarantor. Each Guarantor of the Guarantors hereby waives notice of the acceptance of its Guarantee and of any of the obligations under this Indenture or the Securities (the “Obligations”) or of the accrual thereof, and further waives presentment, protest, notice or demand. This is a continuing guarantee and is a guarantee of payment and not of collection, and each of the Guarantors waives any right to require the extent permitted Holders to initiate collection proceeds or otherwise enforce payment of the Obligations or any security or other guarantee therefore before obtaining payment hereunder. The Guarantees shall continue to be in effect or be reinstated, as the case may be, if at any time any payment in respect of any of the Obligations is rescinded or must otherwise be returned by law) the Holders, whether by reason of the insolvency, bankruptcy, receivership, reorganization or liquidation of the Company or any of the Guarantors or any other obligor or otherwise, all as though such payment had not been made. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for of payment, any requirement that the Trustee or any of the 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 IssuerCompany, any right to require a proceeding first against the Issuer Company, protest or notice with respect to any other Person, protest, notice Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenants, that the Guarantee of such Guarantor shall not these Guarantees will be discharged as to in respect of any Note Security except by complete performance of the obligations contained in such Note, this Indenture Security and such Guarantee. Each Guarantor acknowledges that in the Guarantee is a guarantee of payment, performance and compliance when due and not of collectionGuarantees. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderSecurity, whether at its Stated Maturity, Maturity or by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to the terms and conditions set forth in this Indentureindenture, directly against each any or ail of the Guarantors to enforce such Guarantor’s Guarantee the Guarantees without first proceeding against the Issuer or any other GuarantorCompany. Each Guarantor of the Guarantors agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the NotesSecurities, to collect interest on the Notes, Securities or to enforce or exercise any other right or remedy with respect to the NotesSecurities, such Guarantor shall or the Trustee or the Holders are prevented from taking any action to realize on any collateral, each of the Guarantors agrees to pay to the Trustee for the account of the HolderHolders, upon demand therefortherefore, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder No provision of the Guarantees, Securities or of this Indenture shall alter or impair the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each Guarantees of the Guarantors, to each of which is absolute and unconditional, of the extent theretofore dischargeddue and punctual payment of the principal (and premium, if any) and interest (and Additional Amounts, if any) on the Security upon which each Guarantee is endorsed. Each of the Guarantors shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and subrogated to all rights of the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for Securities upon which its Guarantee is endorsed against the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by each of the obligations guaranteed hereby, and (2) in the event of any acceleration Guarantors on account of such obligation as provided in Article Five hereofSecurity pursuant to the provisions of the Guarantees or this Indenture; provided, however, that none of the Guarantors shall be entitled to enforce or to receive any payments arising out of, or based upon, such obligations right of subrogation until the principal of (whether or not due and payablepremium, if any) and interest (and Additional Amounts, if any) on all Securities issued hereunder shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantorhave been paid in full. Each Guarantee The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’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 areobligations under the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesSecurities, 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 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. Each of the Guarantors hereby irrevocably waives all benefits set forth in the following provisions of the Brazilian law: articles 827, 830 (with respect to VPAR only), 834, 835, 837 and 838 of the Brazilian Civil Code and article 595 of the Brazilian Civil Procedure Code. No stockholder, officer, director, employer or incorporator, past, present or future, of any of the Guarantors, as such, shall have any personal liability under the Guarantees by reason of his, her or its status as such stockholder, officer, director, employer or incorporator.

Guarantees. Subject to this Article Twelve, each (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: : (1i) the principal of (and premium, if any) , and interest interest, if any, on the Notes will shall be paid in full when due, whether at Stated Maturitythe Maturity Date, by acceleration or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, if any, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated MaturityMaturity Date, by acceleration or otherwise, subject, however, in . Each of the case Guarantees shall be a guarantee of clauses payment and not of collection. (1b) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. . (c) Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture Note and such GuaranteeGuarantee or as provided for in this Indenture. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) , or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated MaturityMaturity Date, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce each such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the HolderHolders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. . (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of the Guarantee of such Guarantor Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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.

Guarantees. Subject Each of the Parent Guarantor and the other Guarantors that may arise pursuant to this Article TwelveSection 9.07, each Guarantor if any, for consideration received, jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees on a senior basis to each Holder of Securities of a Note authenticated series designated pursuant to Section 3.01 as being guaranteed by each Guarantor so specified and delivered by to the Trustee, and to the Trustee for itself and on behalf of such Holder, that: as applicable, (1i) the principal of (due and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation punctual payment of the automatic stay under Section 362(a) of the Bankruptcy Law)principal of, together with interest on the overdue principalpremium, if any, and interest on such Security (including interest accruing on or after filing of any petition in bankruptcy or reorganization whether or not a claim for post-filing interest is allowed in such proceeding), when and as the same shall become due and payable, whether at maturity, as a result of redemption, upon a Change of Control Triggering Event, by acceleration or otherwise, (ii) the due and punctual payment of interest on overdue principal of, premium and interest, if any, on the Securities, to the extent lawful, (iii) the due and punctual performance of all other obligations of the Issuer under this Indenture to the Holders or the Trustee hereunder or thereunder will be paid in full or performedTrustee, including payment obligations under Section 6.06, all in accordance with the terms hereof of such Security and thereof; of this Indenture, and (2iv) in the case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, at redemption, by acceleration or otherwise, subjectto be paid by such Guarantor or through the other Guarantors as provided below. In all respects, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each each relevant Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security or this Indenture, any waiver waiver, modification or consent by any Holder indulgence granted to the Company with respect to any provisions hereof thereto, by the Holder of such Security or thereofthe Trustee, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company, the benefit of discussion, protest or notice with respect to any other Person, protest, notice such Security or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that the this Guarantee of such Guarantor shall will not be discharged as to any Note such Security or the Trustee except by complete performance payment in full of the obligations contained in such Noteprincipal thereof, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or , and interest on such Note or thereon and as provided in Section 4.01 and payment in full of any other the obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other GuarantorSection 6.06. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, If the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, each Guarantor or any custodian, trusteereceiver, liquidator liquidator, trustee or other similar official acting in relation to either the Issuer Company or any each Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of any Security, the Guarantee of each of the Guarantorsthis Guarantee, to the extent theretofore dischargeddischarged by the payment of such amount, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1i) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of the Guarantee of such Guarantor this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2ii) in the event of any declaration of acceleration of such obligation obligations as provided in Article Five 5 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The obligations of each Guarantor hereunder, to the extent there shall be more than one Guarantor, shall be joint and several. For purposes of this Article 12, the liability of the Parent Guarantor shall be that amount from time to time equal to the aggregate of its liability hereunder, which shall be limited to the aggregate amount of the obligation as stated in the first sentence of this Section 12.01 with respect to the Securities of any particular series guaranteed pursuant to Section 3.01 and this Article 12 issued pursuant to this Indenture. For purposes of this Article 12, the liability of each Guarantor, other than the Parent Guarantor, shall be that amount from time to time equal to the aggregate liability of such Guarantor hereunder, but shall be limited to the least of (A) the aggregate amount of the obligation as stated in the first sentence of this Section 12.01 with respect to the Securities of any particular series guaranteed pursuant to Section 3.01 and this Article 12 issued pursuant to this Indenture or (B) the amount, if any, which would not have (i) rendered such Guarantor “insolvent” (as such term is defined in Section 1.01 (29) of the Federal Bankruptcy Code and in Section 271 of the Debtor and Creditor Law of the State of New York, as each is in effect at the date of this Indenture) or (ii) left it with unreasonably small capital at the time its Guarantee of the Securities was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time, provided, that it shall be a presumption in any lawsuit or other proceeding in which a Guarantor (other than the Parent Guarantor) is a party that the amount guaranteed is the amount set forth in (A) above unless a creditor, or representative of creditors, of such Guarantor or a trustee in bankruptcy of such Guarantor, as debtor in possession, otherwise proves in such a lawsuit that the aggregate liability of such Guarantor is limited to the amount set forth in (B) above. (The liability of the Parent Guarantor pursuant to the second preceding sentence and the liability of each Guarantor other than the Parent Guarantor pursuant to the immediately preceding sentence are hereinafter referred to as the “Base Guaranty Liability”.) In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the second preceding sentence, the right of such Guarantor to contribution from other Guarantors, to subrogation pursuant to the next paragraph of this Section 12.01 and any other rights such Guarantor may have, contractual or otherwise, shall be taken into account. Each Guarantee Guarantor shall remain be subrogated to all rights of the Holder of, any Securities and the Trustee against the Company or any of the other Guarantors pursuant to the provisions of this Guarantee; provided, however, that until the payment in full force of all obligations and effect and continue to be effective should all other amounts payable under this Guarantee, the Guarantors hereby irrevocably waive any petition be filed by claim or other rights which they each may now or hereafter acquire against the Issuer Company or any of the other Guarantors that arise from the existence, payment, performance or enforcement of the Guarantors’ obligations under this Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of any Holder and the Trustee on behalf of such Holder against the Company or any of the other Guarantors or any collateral which any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or any of the other Guarantors, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to the Guarantors in violation of the preceding sentence at any time prior to the payment in full of all obligations and all other amounts payable under this Guarantee, such amount shall be deemed to have been paid to the Guarantors for liquidationthe benefit of, reorganizationand held in trust for the benefit of, should any Holder and the Issuer become insolvent or make an assignment Trustee on behalf of any such Holder, and shall forthwith be paid to the Trustee for the benefit of creditors such Holder to be credited and applied upon such guaranteed obligations, whether matured or should unmatured, in accordance with the terms of this Indenture. The Guarantors acknowledge that the waiver set forth in this Section 12.01 is knowingly made. The Guarantee set forth in this Section 12.01 shall not be valid or become obligatory for any purpose with respect to a receiver Security until the certificate of authentication on such Security shall have been signed by or trustee be appointed for all or any significant part on behalf of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedTrustee.

Guarantees. Subject If Securities of or within a series are specified, as contemplated by Section 3.01, to this Article Twelvebe guaranteed by the Guarantor, each then the Guarantor jointly hereby fully and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note any such Security authenticated and delivered made available for delivery by the TrusteeTrustee and to each Holder of any coupon appertaining to any such Security, and to the Trustee for itself and on behalf of each such Holder, that: (1) the due and punctual payment of the principal of (and premium, if any, on) and interest on the Notes will be paid in full when due(including, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsdefault, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewalinterest on principal and, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) , on overdue interest and including any additional interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Security, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture, including, without limitation, the payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 10.10 hereof (the "Guarantor Debt"). In case of the failure of the Issuer or any successor thereto punctually to pay any such principal, premium, interest 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 Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Issuer. The Guarantor hereby agrees that its obligations Guarantor Debt hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Issuer, the validity, regularity or enforceability of the Notes any such Security or any coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any Holder such Security or any coupon appertaining thereto with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, Issuer or any action to enforce the same same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall its Guarantees will not be discharged as to any Note except by complete performance of the its obligations contained in any such Note, Security or any coupon appertaining thereto and in this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by If the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer any Security or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee coupon appertaining thereto is required by any court or otherwise to return to the Issuer or any the Guarantor, or any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official acting in relation to either the Issuer or any the Guarantor, any amount paid by any of them to the Trustee or such HolderHolder in respect of a Security or any coupons appertaining thereto, the Guarantee of each of the GuarantorsGuarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between each the Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1) subject to this Article Twelve, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of the Guarantee of such Guarantor this Guarantee, notwithstanding any stay, injunction or other prohibition extent under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, . The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payablecoupons appertaining thereto) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should in respect of any amounts paid by the Issuer become insolvent or make an assignment for the benefit Guarantor on account of creditors or should a receiver or trustee be appointed for all such Securities or any significant part coupon appertaining thereto or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the Issuer’s assets, principal of (and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may bepremium, if at any time payment any, on) and performance interest, if any, on all Securities of the Notes are, pursuant to applicable law, rescinded or reduced such series shall have been indefeasibly paid in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedfull.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors hereby jointly and severally, irrevocably and unconditionally and irrevocably guarantees guarantee, on an unsubordinated secured basis, the Notes and obligations of the Issuer Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee and Notes Collateral Agent for itself themselves and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy LawCode), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, expenses, indemnification and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be 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, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 1204 hereof. Each Guarantor hereby agrees (to the extent permitted by applicable law) that 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, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the its Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunderNote, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, liquidation or reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, ,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Guarantees. Subject to this Article Twelve, each Guarantor The Guarantors jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantee the Notes Securities and obligations of the Issuer Company hereunder and thereunder, and guarantees guarantee to each Holder of a Note Security authenticated and delivered by the TrusteeTrustee in accordance with the terms hereof, and to the Trustee for itself and on behalf of such Holder, that: (1a) the principal of and interest (and premiumincluding contingent interest, if any) and interest any on the Notes Securities will be paid in full when due, whether at Stated Maturity, by acceleration acceleration, redemption or otherwise (including including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest (including contingent interest, if any on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in case of any extension of time of payment or renewal of any Notes Securities or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration redemption or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof. Each Guarantor The Guarantors hereby agrees (to the extent permitted by applicable law) agree that its 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 with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor The Guarantors hereby waives waive (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the Issuer Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note Security except by complete performance of the obligations contained in such NoteSecurity, this Indenture and such Guarantee. Each Guarantor acknowledges The Guarantors acknowledge that the Guarantee is Guarantees are a guarantee of payment, performance and compliance when due payment and not of collection. Each of the The Guarantors hereby agrees agree that, in the event of a default in payment of principal (or premiuminterest including contingent interest, if any) or interest any on such Note or in payment of any other obligations hereunderSecurity, whether at its Stated Maturity, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such NoteSecurity, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Issuer Company or any other Guarantor. Each The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity maturity of the NotesSecurities, to collect interest on the NotesSecurities, or to enforce or exercise any other right or remedy with respect to the NotesSecurities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The Guarantor further agrees that, that as between each Guarantor, on the one hand, and the Holders and the Trustee Trustee, on the other hand, (1x) subject to this Article TwelveThirteen, the Maturity maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2y) in the event of any acceleration of such obligation as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer Company for liquidation, reorganization, should the Issuer Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the IssuerCompany’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 Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the NotesSecurities, 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, for the Notes purposes of the amounts due under the Guarantees, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The form of Guarantee is attached hereto as Exhibit A-2.