Common use of Guarantees Clause in Contracts

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 10XI, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations other Obligations of the Company Issuers hereunder or thereunder, that: (1a) the principalprincipal of, premium, if any, premium and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes, if any, if to the extent lawful, and all other Obligations of the Company Issuers to the Holders or the Trustee hereunder or under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof the Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, 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 guarantorSubsidiary Guarantor. Each To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this the Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers or Subsidiary Guarantors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Subsidiary Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 VII hereof for the purposes of this Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this IndentureVII hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guaranteethese Guarantees. 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 these Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principal, principal and premium, if any, of, and interest on interest, if any, on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on premium, if any of, and interest, if any, on, the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will 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 such other obligations, 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 otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (collectivelyincluding, without limitation, counsel fees and expenses) incurred by the “Guaranteed Obligations”)Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenturehereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (aA) Subject the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to this Article 10the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of compliance with the covenant set forth in Section 7.09 and the calculation of the Guarantors herebyConsolidated First Lien Net Leverage Ratio, jointly the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and severallythe Consolidated Interest Coverage Ratio, irrevocably an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and unconditionally guaranteesdelivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, on a senior unsecured basisproperty, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to each Holder the fact that they are subject to an agreement to dispose of such operations, only when and to the Trustee extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and its successors and assignsthe Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), irrespective based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the validity fiscal quarters ended on December 31, 2019, March 31, 2020, June 30, 2020 and enforceability of this IndentureSeptember 30, the Notes or the obligations of the Company hereunder or thereunder2020, that: (1) the principal, premium, if any, and interest on the Notes Consolidated EBITDA for such fiscal quarters shall be promptly paid $17,981,000, $17,210,000, $13,997,000 and $18,892,000, respectively, in full when dueeach case, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on as may be subject to any adjustment set forth in the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of immediately preceding paragraph for any extension of time of payment or renewal of any Notes or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder four-quarter period with respect to any provisions hereof acquisitions, dispositions or thereof, conversions occurring after the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this IndentureClosing Date. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. Purchaser acknowledges that in the course of conduct of their business, Sellers and their Affiliates may have entered into various arrangements (a) Subject in which guarantees, letters of credit, sureties, bonds or similar arrangements were issued by Sellers or their Affiliates and (b) in which Sellers or their Affiliates are the primary obligors on other Contracts, in any such case to this Article 10support or facilitate such business. The arrangements entered into by Sellers or their Affiliates referred to in the foregoing clauses (a) and (b), each solely to the extent relating to any Acquired Assets or Assumed Liabilities set forth in Schedule 6.10, are referred to as the “Seller Support Obligations”. It is understood that the Seller Support Obligations are not intended to continue after the Closing. Purchaser agrees that it shall use its reasonable best efforts to obtain replacements for the Seller Support Obligations (which shall include the full and unconditional release of Sellers and their Affiliates) that will be in effect at the Closing or, in the case of Seller Support Obligations described in the foregoing clause (b), will use its commercially reasonable efforts to arrange for itself or one of its Subsidiaries to be substituted as the primary obligor thereon as of the Guarantors herebyClosing through an assumption, jointly accession, acknowledgement or similar agreement (which shall include the full and severally, irrevocably unconditional release of Sellers and unconditionally guarantees, on a senior unsecured basis, to each Holder and to their Affiliates) with the Trustee and its successors and assigns, irrespective beneficiary of the validity and enforceability of this Indenture, the Notes applicable Seller Support Obligation. Whether or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company not Purchaser is able to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with satisfy the terms of the extension or renewalimmediately preceding sentence, whether at Stated MaturityPurchaser shall indemnify Sellers and their Affiliates and each of their respective officers, by acceleration or otherwise (collectivelydirectors, the “Guaranteed Obligations”). Failing payment by the Company when due of employees, agents and representatives from and against 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. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent all Liabilities incurred by any Holder of them relating to the Seller Support Obligations. Purchaser agrees that, with respect to any provisions hereof or thereofSeller Support Obligation, its reasonable best efforts pursuant to this Section 6.10 shall include, if requested, the recovery execution and delivery by Purchaser, or by an Affiliate of any judgment against Purchaser acceptable to the Companybeneficiary of such Seller Support Obligation, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court replacement guarantee that is substantially in the event form of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all such Seller Support Obligation. All costs and expenses (including reasonable attorneys’ fees and expenses) incurred by in connection with providing the Trustee release or any Holder in enforcing any rights under this Section 10.01 substitution of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, Seller Support Obligations shall be reinstated in full force and effectborne by Purchaser. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject Seller shall use its commercially reasonable efforts to this Article 10cause Seller or one or more of its Affiliates to be substituted in all respects for the Nordic Companies, each as applicable, and for the Nordic Companies, as applicable, to be otherwise removed or released, effective as of the Guarantors herebyClosing, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective in respect of all obligations of any of the validity Nordic Companies, as applicable, under each guarantee, indemnity, surety bond, letter of credit and enforceability letter of this Indenturecomfort (each, the Notes a “Guarantee”), given or the obligations obtained by any of the Company hereunder Nordic Companies, as applicable, for the benefit of any of Seller or thereunderany of its Affiliates (other than the Nordic Companies). If Seller has been unable to effect any such substitution, that: (1) removal, release or termination with respect to any such Guarantee following the principalClosing, premiumSeller shall continue to use its commercially reasonable efforts to effect such substitution, if anyremoval, release or termination as soon as reasonably practicable after the Closing; provided, that from and interest on after Closing, Seller shall indemnify against, hold harmless and promptly reimburse the Notes shall be promptly paid in full when due, whether at Stated Maturity, Nordic Companies or their respective Affiliates for any payments made by acceleration, redemption the Nordic Companies or otherwise, their respective Affiliates and interest on for the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations Losses of the Company to the Holders Nordic Companies or the Trustee hereunder their respective Affiliates arising out of, or under the Notes shall be promptly paid in full performing, in whole or performedin part, all any performance obligation in accordance with the terms hereof and thereof; and underlying obligation under any such Guarantee (2) in case of except to the extent the performance obligation under any extension of time of payment such Guarantee shall have been triggered solely by an act or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms failure to act of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise applicable guarantor (collectively, rather than the “Guaranteed Obligations”underlying obligor). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection). (b) The Guarantors hereby agree that their obligations hereunder Seller shall be unconditional, irrespective use its commercially reasonable efforts to cause one or more of the validityNordic Companies to be substituted in all respects for Seller or its Affiliates (other than the Nordic Companies), regularity and for Seller or enforceability its Affiliates (other than the Nordic Companies), as applicable, to be otherwise removed or released, effective as of the Notes Closing, in respect of all obligations of Seller or this Indentureits Affiliates (other than the Nordic Companies), as applicable, under each Guarantee given or obtained by Seller or its Affiliates (other than the absence Nordic Companies), as applicable, for the benefit of any action of the Nordic Companies. If Seller has been unable to enforce the sameeffect any such substitution, any waiver removal, release or consent by any Holder termination with respect to any provisions hereof such Guarantee following the Closing, Seller shall continue to use its commercially reasonable efforts to effect such substitution, removal, release or thereoftermination as soon as reasonably practicable after the Closing; provided, that from and after the recovery Closing, Buyer shall indemnify against, hold harmless and promptly reimburse Seller for any payments made by Seller or its Affiliates and for the Losses of any judgment against the CompanySeller or its respective Affiliates arising out of, or in performing, in whole or in part, any action to enforce performance obligation in accordance with the same or underlying obligation under any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this such Guarantee shall not be discharged (except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, the performance obligation under any such Guarantee shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled have been triggered solely by an act or failure to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity act of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for applicable guarantor (rather than the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteesunderlying obligor)). (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Article 10, each Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity (if the Reporting Entity is New STERIS Limited) and the Affiliates of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to Reporting Entity (other than the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or Company) that guarantee the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or obligors under the Notes shall be promptly paid in full or performed, all in accordance Bank Credit Agreement (together with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectivelyadditional Affiliate who delivers a guaranty pursuant to Section 9.7, the “Guaranteed ObligationsGuarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditionalAny instruments, irrespective documents and agreements pursuant to which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of a collateral agent (the “Collateral Agent”) for the benefit of the validity, regularity or enforceability holders of Notes are hereinafter referred to as the Notes or this Indenture, “Collateral Documents”. The Collateral Documents and the absence of any action Affiliate Guaranties are hereinafter collectively referred to enforce as the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture“Security Documents.” (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture[Reserved]. (d) If at any Holder time the Reporting Entity or any Affiliate shall grant to any one or more of the Trustee is required by Creditors security of any court kind or otherwise to return provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the Companyrequirements of a Material Credit Facility, then the Guarantors Reporting Entity or any custodian, trustee, liquidator or other similar official acting in relation such Affiliate shall grant to the Company holders of the Notes the same security or guaranty so that the Guarantors, any amount paid either holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the Trustee holders of the Notes pursuant to Section 9.7 or such Holder9.8, as applicable, of this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectAgreement. (e) Each Guarantor agrees The holders of the Notes agree that it shall not be entitled to the obligations of any right Affiliate (other than New STERIS Limited if such entity is the Reporting Entity) under the Affiliate Guaranty and the Liens of subrogation in relation to the Holders Collateral Documents in respect of all or any obligations guaranteed hereby until payment in full part of all Obligations guaranteed hereby. Each Guarantor the collateral therein described shall be automatically released and discharged without the necessity of further agrees that, as between the Guarantors, action on the one handpart of the holders of the Notes if, and to the Holders and the Trustee, on the other handextent, (1i) the maturity corresponding guaranty or Lien given pursuant to the terms of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, Material Credit Facility is released and (2ii) no Default or Event of Default shall have occurred and then be continuing or result therefrom (or should any Default or Event of Default then exist or result, at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Reporting Entity or any significant part of the Company’s assets, and shall, Affiliate shall again become obligated under or with respect to the fullest extent permitted by lawpreviously discharged Affiliate Guaranty, continue to be effective or be reinstatedagain grant the discharged Lien, as the case may be, if at pursuant to the terms and provisions the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or its Subsidiaries under a Collateral Document or the obligations of such Affiliate under the Affiliate Guaranty, as the case may be, shall be reinstated and any time payment release thereof previously given shall be deemed null and performance void, and such Affiliate Guaranty shall again benefit the holders of the Notes areon an equal and pro rata basis. Any release by the holders of the Notes under this Section 2.2(e) shall be deemed to have occurred concurrently with the release and discharge under the Material Credit Facilities. Further, any reinstatement of an Affiliate Guaranty or Lien pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Reporting Entity shall promptly notify the holders of the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee release of an Affiliate Guaranty pursuant to this Section 2.2(e) and shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution deliver evidence of any kind release or naturedischarge of a guaranty or Lien in customary form.

Guarantees. (a) Subject to this Article 10The Guarantors, each of the Guarantors hereby, hereby jointly and severallyseverally guarantee, irrevocably as a primary obligor and unconditionally guarantees, on not as a senior unsecured basissurety, to each Holder and to the Trustee Lender and its permitted successors and assigns, irrespective of the validity Guaranteed Obligations. The Guarantors hereby jointly and enforceability of this Indenture, the Notes severally agree that if Borrower or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes any other Guarantor shall be promptly paid fail to pay in full when due, due (whether at Stated Maturityscheduled payment date, by acceleration, redemption required repayment or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and interest on that in the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligationsthe Guaranteed Obligations, that the same shall will be promptly paid in full when due (whether at scheduled payment date, by requirement prepayment or performed otherwise) in accordance with the terms of the such extension or renewal, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The obligations of the Guarantors hereby agree that their obligations hereunder under Section 10.01(a) shall be constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes or Guaranteed Obligations of Borrower and the Guarantors under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance which whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or Guarantor (except for payment in full). Each Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: (i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the scheduled payment date of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Transaction Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, the Lender as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 10.01(h). (c) The Guarantors hereby waives expressly waive diligence, presentment, demand of payment, filing of claims with a court in protest and all Notices whatsoever, and any requirement that the event of insolvency Lender exhaust any right, power or bankruptcy remedy or proceed against Borrower under this Agreement, the Note or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guaranteed Obligations. The Guarantors also agrees, jointly and severally, to pay waive any and all costs notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and expenses (including reasonable attorneys’ fees and expenses) incurred notice of or proof of reliance by the Trustee Lender upon this Guarantee or any Holder in enforcing any rights under this Section 10.01 acceptance of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to and the extent theretofore dischargedGuaranteed Obligations, and any of them, shall conclusively be reinstated deemed to have been created, contracted or incurred in full force reliance upon this Guarantee, and effect. (e) Each Guarantor agrees that it all dealings between Borrower and the Lender shall not likewise be entitled conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of subrogation in relation offset with respect to the Holders Guaranteed Obligations at any time or from time to time held by the Lender, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against Borrower and the Guarantors or against any other Person which may be or become liable in respect of all or any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity part of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes or against any collateral security or guarantee therefor or right of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in offset with respect of the Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteethereto. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each This Guarantee shall remain in full force and effect and continue be binding in accordance with and to be effective should any petition be filed by or against the Company for liquidation or reorganizationextent of its terms upon the Guarantors and the successors and assigns thereof, should the Company become insolvent or make an assignment for and shall inure to the benefit of creditors the Lender and its successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. (d) The obligations of the Guarantors under this Section 10.01 shall be automatically reinstated if and to the extent that for any reason any payment by or should a receiver or trustee be appointed for all on behalf of Borrower or any significant part other Guarantor in respect of the Company’s assets, and shall, to the fullest extent permitted Guaranteed Obligations is rescinded or must be otherwise restored by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance holder of any of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the GuaranteesGuaranteed Obligations, whether as a “voidable preference,” “fraudulent transfer” result of any proceedings in bankruptcy or reorganization or otherwise. (e) Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations under this Agreement it shall not enforce any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.01(a), whether by subrogation or otherwise, all as though such payment or performance had not been made. In the event that any payment against Borrower or any part thereofother Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. (f) The guarantee in this Section 10.01 is a continuing guarantee of payment, is rescinded, reduced, restored or returned, the Notes shall, and shall apply to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedall Guaranteed Obligations whenever arising. (g) In case any provision action or proceeding involving any state corporate, limited partnership, or limited liability company Law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantee shall Guarantor under Section 10.01(a) would otherwise be invalidheld or determined to be void, illegal voidable, invalid or unenforceable, or subordinated to the validityclaims of any other creditors, legality and enforceability on account of the remaining provisions shall amount of its liability under Section 10.01(a), then, notwithstanding any other provision of this Agreement to the contrary, the amount of such liability shall, without any further action by such Guarantor, any other Guarantor or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 10.01(a)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in any way be affected such action or impaired therebyproceeding. (h) Each payment to be made by If a Guarantor in respect becomes a Transferred Guarantor, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its Guarantee obligations under this Agreement (including under Article XII) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the pledge of such Capital Stock to the Lender pursuant to the Security Documents shall be made without set-offautomatically released, counterclaimand, reduction so long as Borrower and its Subsidiaries shall have provided the Lender such certifications or diminution documents as it shall reasonably request, the Lender shall take such actions as are necessary to effect each release described in this clause (h) in accordance with the relevant provisions of the Security Documents, so long as Borrower and its Subsidiaries shall have provided the Lender such certifications or documents as it shall reasonably request in order to demonstrate compliance with this Agreement. (i) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any kind or naturepayment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10.01(e). The provisions of this Section 10.01(i) shall in no respect limit the obligations and liabilities of any Guarantor to the Lender, and each Guarantor shall remain liable to the Lender for the full amount guaranteed by such Guarantor hereunder.

Guarantees. (a) Subject to this Article 10, each of the Guarantors herebyEach Guarantor, jointly and severally, irrevocably and unconditionally guarantees, on a an unsecured senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company hereunder Issuers under this Indenture or thereunderthe Notes, that: (1i) the principalprincipal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption call for redemption, offer to purchase or otherwise, and interest on the overdue principal of, premium, and interest on the Notesand Liquidated Damages, if any, if lawful, on the Notes and all other Obligations of the Company Issuers to the Holders or the Trustee hereunder under this Indenture or under the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that same shall they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise otherwise; and (collectively, iii) any and all costs and expenses (including reasonable attorneys' fees) incurred by the “Guaranteed Obligations”)Trustee or any Holder in enforcing any rights under any Guarantee with respect to the Notes will be paid. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall any Guarantor will be jointly and severally obligated (subject to any grace periods allowed pursuant to Section 6.1 hereof) to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2 hereof. An Event of Default under this Indenture or the Notes shall constitute an event of default under any Guarantee of the Notes, and shall entitle the Holders of Notes to accelerate the Obligations of any Guarantor hereunder in the same manner and to the same extent as the Obligations of the Issuers. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorany Guarantor. Each Any Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either or both of the Company, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Guarantee shall with respect to the Notes will not be discharged except by complete performance of the obligations contained in its Obligations under the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Companyany Issuer, the Guarantors any Guarantor or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to the Company either any Issuer or the Guarantors, any Guarantor any amount paid either by any such entity to the Trustee or such Holder, this Subsidiary Guaranteeany Guarantee to the Notes, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders Holder in respect of any obligations Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this Guaranteesuch Guarantee of the Notes. The Guarantors A Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders Holder under the Guarantees. (f) Each its Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, Notes. Each Holder of a Note by its acceptance thereof agrees to and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, bound by the validity, legality and enforceability provisions of the remaining provisions shall not in any way be affected or impaired therebythis Section 10.1. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10The Parent Guarantor hereby fully, each of unconditionally and irrevocably guarantees (the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, “Guarantee”) to each Holder of the Notes authenticated and delivered by the Trustee, and to the Trustee and its successors and assigns, irrespective the due and punctual payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principalprincipal of, premium, if any, and interest on the Notes shall be promptly paid in full when dueNotes, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal due and interest on the Notes, if any, if lawful, and punctual performance of all other Obligations obligations of the Company Company, to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all Indenture and this Supplemental Indenture 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each The Parent Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under the Indenture and this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to the Indenture, this Supplemental Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each ; provided, however, that nothing contained herein shall be constituted to be a waiver by the Parent Guarantor hereby waives diligence, presentment, of presentment or demand of payment, filing payment or notice to the Parent Guarantor with respect to the Notes and the obligations evidenced thereby or hereby. The Parent Guarantor further waives any right of claims with a court in the event of insolvency set-off or bankruptcy counterclaim it may have against registered owners of the Company, Notes arising from any right to require a proceeding first against other obligations of the Company, protest, notice and all demands whatsoever and Parent Guarantor that any such registered owners may have. The Parent Guarantor covenants that this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant this Supplemental Indenture and the Notes. The Parent Guarantor shall be subrogated to Section 10.05 of this Indenture. (c) Each all rights of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by registered owners of the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders Notes in respect of any obligations guaranteed hereby until payment in full amounts paid by the Parent Guarantor pursuant to the provisions of all Obligations guaranteed hereby. Each this Section 2.10; provided, however, that the Parent Guarantor further agrees thatshall be entitled to enforce, as between or to receive any payments arising out of or based upon, such right of subrogation only after the Guarantorsprincipal of, premium, if any, and interest on the one hand, Notes and all other amounts owed to the Holders and the Trustee, on the other hand, (1) the maturity registered owners of the Obligations guaranteed hereby may be accelerated as provided Notes hereunder have been paid in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteefull. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time any payment and performance of the principal of, premium, if any, or interest on the Notes or any other amounts owed to the registered owners of the Notes are, pursuant to applicable law, hereunder or thereunder is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such registered owners upon the Notes insolvency, bankruptcy or reorganization of the GuaranteesParent Guarantor, whether as a “voidable preference,” “fraudulent transfer” the Company 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. (gb) In case The Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of the Parent Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law or any provision of any Guarantee shall be invalid, illegal similar federal or unenforceablestate law to the extent applicable to its Guarantee. To effectuate the foregoing intention, the validityTrustee, legality the Holders and enforceability the Parent Guarantor hereby irrevocably agree that the obligations of the remaining provisions shall Parent Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor that are relevant under such laws, result in the obligations of the Parent Guarantor under its Guarantee not in any way be affected constituting a fraudulent transfer or impaired therebyconveyance. (hc) Each payment The terms of the Guarantee set forth in this Section 2.10 do not require the Parent Guarantor to evidence its Guarantee through any notation of the Guarantee endorsed by an Officer of the Parent Guarantor on each Note authenticated and delivered by the Trustee. This Supplemental Indenture will be made executed on behalf of the Parent Guarantor by a Guarantor in respect one of its Officers. The Guarantee shall set forth in this Section 2.10 will remain in full force and effect without any requirement to endorse on each Note a notation of the Note Guarantee. If an Officer of the Parent Guarantor whose signature is on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates any Note, the Guarantee will be made without set-off, counterclaim, reduction or diminution valid nevertheless. The delivery of any kind or natureNote by the Trustee, after the authentication thereof, will constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of the Parent Guarantor.

Guarantees. (a) Subject to this Article 10Historic TW, each of the Guarantors herebyas primary obligor and not merely as surety, jointly and severallywill fully, irrevocably and unconditionally guarantees, on a senior unsecured basisguarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns (1i) the principal, premium, if any, full and punctual payment of principal of and interest on the Notes shall be promptly paid in full Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations monetary obligations of the Company under this Indenture (including obligations to the Holders or Trustee) and the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; Securities and (2ii) in case the full and punctual performance within applicable grace periods of any extension of time of payment or renewal of any Notes or any of such all other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms obligations of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (collectively, Company under this Indenture and the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionSecurities. (b) The Each of TBS and HBO, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (i) the full and punctual payment of all monies due under the Guarantee of Historic TW, and all other monetary obligations of Historic TW under this Indenture (including obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of Historic TW under this Indenture and its Guarantee. (c) Each of the Guarantors hereby agree further agrees that their its obligations hereunder shall be unconditional, unconditional irrespective of the validity, regularity absence or enforceability of the Notes or this Indenture, the absence existence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same Company or any other circumstance which might Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor. guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (d) Each Guarantor hereby of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (e) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand of for payment, notice of protest for nonpayment, the filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, Company or any other Person and any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee Company or any other Person. The obligations of the Guarantors shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required affected by any court failure or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, policy on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, Trustee to the fullest extent permitted by law, continue to be effective exercise any right 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 remedy under this Indenture or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision Securities of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired therebyseries. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to Parent hereby unconditionally and absolutely guarantees (this Article 10“Guarantee”), each of the Guarantors hereby, jointly as a primary obligor and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenturenot merely as surety, the Notes full and punctual payment and performance of all debts, obligations and liabilities (including in respect of Fees and referral fees), whether such obligations are direct or the obligations of the Company hereunder indirect, absolute or thereundercontingent, that: (1) the principalnow existing or subsequently arising, premiumprimary or secondary, if any, and interest on the Notes shall be promptly paid in full when now due or hereafter falling due, whether at Stated Maturity, by acceleration, redemption monetary or otherwise, and interest on the overdue principal and interest on the Notesof Licensee under this Agreement, if any, if lawful, and together with all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee costs of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validitycompromise or enforcement, regularity or enforceability of the Notes or this Indentureincluding reasonable attorneys’ fees, the absence of any action to enforce the same, any waiver or consent by any Holder incurred with respect to any provisions hereof such debt, obligations or thereofliabilities, the recovery of any judgment against the Company, any action or with respect to enforce the same this or any other circumstance which might otherwise constitute a legal guaranty of any of them, or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right respect to require a proceeding first against under the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee federal bankruptcy laws or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder moratorium, insolvency, receivership, arrangement or the Trustee is required by any court reorganization law or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors concerning Licensee or should Parent, together with interest on all such costs of collection, compromise or enforcement from the date arising (collectively, the “Obligations”). Parent further agrees that its liability under the Guarantee shall not be discharged, impaired, diminished or otherwise affected by any (a) extension, settlement, modification, compromise, waiver, release or renewal of any Obligation, in whole or in part or (b) any modification or amendment or supplement to this Agreement. The Guarantee is a receiver continuing guarantee, which shall apply to all Obligations which now exist or trustee be appointed for subsequently arise, whether or not notice of such Obligations is given to Parent, whether or not any or all or prior Obligations had been fully paid, performed and observed before any significant part of the Company’s assetssuch Obligation arose, and shall, to the fullest extent permitted by law, continue to be effective or be reinstatednotwithstanding Holdings’ dissolution. (b) Holdings hereby unconditionally and absolutely guarantees (this “Holdings Guarantee”), as a primary obligor and not merely as surety, the case may be, if at any time full and punctual payment and performance of the Notes areall debts, pursuant to applicable law, rescinded or reduced obligations and liabilities (including in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guaranteesrespect of referral fees), whether as a “voidable preference,” “fraudulent transfer” such obligations are direct or indirect, absolute or contingent, now existing or subsequently arising, primary or secondary, now due or hereafter falling due, monetary or otherwise, of Licensor under this Agreement, together with all as though costs of collection, compromise or enforcement, including reasonable attorneys’ fees, incurred with respect to any such payment debt, obligations or performance had not been made. In the event that any payment liabilities, or with respect to this or any part thereofother guaranty of any of them, is rescindedor with respect to a proceeding under the federal bankruptcy laws or any moratorium, reducedinsolvency, restored receivership, arrangement or returnedreorganization law or an assignment for the benefit of creditors concerning Licensor or Holdings, together with interest on all such costs of collection, compromise or enforcement from the date arising (collectively, the Notes shall“Holdings Obligations”). Holdings further agrees that its liability under the Holdings Guarantee shall not be discharged, to the fullest extent permitted impaired, diminished or otherwise affected by lawany (a) extension, be reinstated and deemed reduced only by such amount paid and not so rescindedsettlement, reducedmodification, restored compromise, waiver, release or returned. (g) In case any provision renewal of any Holdings Obligation, in whole or in part or (b) any modification or amendment or supplement to this Agreement. The Holdings Guarantee is a continuing guarantee, which shall be invalidapply to all Holdings Obligations which now exist or subsequently arise, illegal whether or unenforceablenot notice of such Holdings Obligations is given to Holdings, the validitywhether or not any or all prior Holdings Obligations had been fully paid, legality performed and enforceability of the remaining provisions shall not in observed before any way be affected or impaired therebysuch Holdings Obligation arose, and notwithstanding Parent’s dissolution. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations other Obligations of the Company Issuers hereunder or thereunder, that: (1a) the principalprincipal of, premiumpremium and interest (including Additional Interest, if any, and interest ) on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest (including Additional Interest, if any) on the Notes, if any, if to the extent lawful, and all other Obligations of the Company Issuers to the Holders or the Trustee hereunder or under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, 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 guarantorSubsidiary Guarantor. Each To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers or Subsidiary Guarantors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Subsidiary Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guaranteethese Guarantees. 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 these Guarantees. (f) Each Guarantee shall remain in full force and effect and continue . Back to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.Contents

Guarantees. (a) Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principal, principal and premium, if any, of, and interest on and Special Interest, if any, on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal and premium, if any of, and interest on and Special Interest, if any, on, the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will 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 such other obligations, 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 otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (collectivelyincluding, without limitation, counsel fees and expenses) incurred by the “Guaranteed Obligations”)Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenturehereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principalprincipal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, Indenture or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) 10.04. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-non paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject of accommodation Any guarantee given by us in our Accommodation brochure or website to allocate accommodation to you shall cease to have effect if this Article 10Agreement is terminated. Inventory Means the list of furniture and equipment at the Accommodation which will be provided to you in your Accommodation on arrival. University/We The University of Reading, each being an independent corporation with charitable status established by Royal Charter with number RC000665 whose registered office is at Whiteknights, PO Box 217, Reading RG6 6AH and includes all buildings from time to time belonging to the University or managed by or on behalf of the Guarantors herebyUniversity Contact Details Any notice about this Agreement should be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇ You The person named in the Offer (where the Tenant is more than one person, jointly obligations are undertaken both individually and severally, irrevocably together and unconditionally guarantees, on a senior unsecured basis, to each Holder you as the person named in this Agreement shall be responsible for all acts and to the Trustee and its successors and assigns, irrespective omissions of the validity same as if their acts and enforceability of this Indenture, omissions were carried out by you) Accommodation The room(s) to which the Notes or the obligations of the Company hereunder or thereunder, that: Offer relates Flat The flat (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 which the Accommodation is situated and “a flat” means the Flat or any other flat at the Hall Hall The University’s hall of such other obligations, that same shall be promptly paid in full when due or performed in accordance with residence at which you reside under the terms of this contract Licence Fee The amount payable as rent as stated to in the extension or renewalOffer Period of Residence The term of weeks as referred to in the Offer Security Deposit The sum of £250 Policies and Procedures Means the University's policies and procedures which can be reviewed at: ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇.▇▇/essentials/_the-important-stuff/an-a-to-z-of-policies-and-procedures.aspx Managing Agent UPP Reading Ltd, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, Offer Means your offer of accommodation as issued by the University Visitors Means any guest invited by you, whether at Stated Maturity, by acceleration that invitation is express or otherwise implied (collectively, eg where the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed guest assumes from what you have said or done that they have been invited) or any performance so guaranteed for whatever reason, person visiting you at 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 collectionAccommodation. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Trustee and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1i) the principalprincipal of, premium, if any, and interest on on, the Notes shall and such other Note Obligations will be promptly paid in full in cash when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders Holders, the Trustee or the Collateral Trustee hereunder or under the Notes shall thereunder will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof; and , and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations (including Note Obligations), that same shall will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Guarantor, 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 unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand of payment, filing of claims with a court in the event of insolvency or bankruptcy notice hereunder including any of the Companyfollowing: (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 Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note 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 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 Transaction 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 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 complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require a proceeding the Trustee, the Collateral Trustee or any Holder to seek recourse first against the CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance or to realize upon any Collateral for any of the Note Obligations, as a condition precedent to enforcing such Guarantor’s liability and obligations contained in the Notes and under this Indenture, or pursuant to Section 10.05 of this IndentureArticle 13. (c) Each of the Guarantors also agreesIf any Holder, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Collateral Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to amount paid by the Company or the Guarantors, any amount paid either Guarantor to the Trustee, the Collateral Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (ed) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full in cash of all Obligations obligations (including the Note Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Trustee and the Collateral Trustee, on the other hand, (1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture6, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligations of the Guarantors to the Trustee, Collateral Trustee and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a third-party beneficiary to the contribution agreement set forth in this Section 13.01. Notwithstanding anything to the contrary, the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain until payment in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit in cash of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedNote Obligations. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Article 10, each Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on Reporting Entity (other than the Company) that (i) are obligors under the Bank Credit Agreement or a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Material Credit Facility or (ii) guarantee the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or obligors under the Notes shall be promptly paid in full Bank Credit Agreement or performed, all in accordance such Material Credit Facility (together with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectivelyadditional Affiliate who delivers a guaranty pursuant to Section 9.7, the “Guaranteed ObligationsGuarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditionalAny instruments, irrespective documents and agreements pursuant to which the Reporting Entity or any Subsidiary agrees to grant Liens in favor of a collateral agent (the “Collateral Agent”) for the benefit of the validity, regularity or enforceability holders of Notes are hereinafter referred to as the Notes or this Indenture, “Collateral Documents”. The Collateral Documents and the absence of any action Affiliate Guaranties are hereinafter collectively referred to enforce as the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture“Security Documents.” (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture[Reserved]. (d) If at any Holder time the Reporting Entity or any Affiliate shall grant to any one or more of the Trustee is required by Creditors security of any court kind or otherwise to return provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the Companyrequirements of a Material Credit Facility, then the Guarantors Reporting Entity or any custodian, trustee, liquidator or other similar official acting in relation such Affiliate shall grant to the Company holders of the Notes the same security or guaranty so that the Guarantors, any amount paid either holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the Trustee holders of the Notes pursuant to Section 9.7 or such Holder9.8, as applicable, of this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectAgreement. (e) Each Guarantor agrees The holders of the Notes agree that it shall not be entitled to the obligations of any right Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the Liens of subrogation in relation to the Holders Collateral Documents in respect of all or any obligations guaranteed hereby until payment in full part of all Obligations guaranteed hereby. Each Guarantor the collateral therein described shall be automatically released and discharged without the necessity of further agrees that, as between the Guarantors, action on the one handpart of the holders of the Notes if, and to the Holders and the Trustee, on the other handextent, (1i) the maturity corresponding guaranty or Lien given pursuant to the terms of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guaranteeany Material Credit Facility is released, notwithstanding (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, Material Credit Facility and (2iii) no Default or Event of Default shall have occurred and then be continuing or result therefrom (or should any Default or Event of Default then exist or result, at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Reporting Entity or any significant part of the Company’s assets, and shall, Affiliate shall again become obligated under or with respect to the fullest extent permitted by lawpreviously discharged Affiliate Guaranty or Material Credit Facility, continue to be effective or be reinstatedagain grant the discharged Lien, as the case may be, if at pursuant to the terms and provisions of the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or its Subsidiaries under a Collateral Document or the obligations of such Affiliate under the Affiliate Guaranty, as the case may be, shall be reinstated and any time payment release thereof previously given shall be deemed null and performance void, and such Affiliate Guaranty shall again benefit the holders of the Notes areon an equal and pro rata basis. Any release by the holders of the Notes under this Section 2.2(e) shall be deemed to have occurred concurrently with the release and discharge under the Material Credit Facilities. Further, any reinstatement of an Affiliate Guaranty or Lien pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Reporting Entity shall promptly notify the holders of the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee release of an Affiliate Guaranty pursuant to this Section 2.2(e) and shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution deliver evidence of any kind release or naturedischarge of a guaranty or Lien in customary form.

Guarantees. (a) Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, irrevocably fully and unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Company Issuers hereunder or and thereunder, that: (1a) the principalprincipal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of, premium, if any (to the extent permitted by law) and interest on the Notes, if any, if lawful, and all other payment Obligations of the Company Issuers to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, upon repurchase or otherwise (collectively, the “Guaranteed Obligations”)redemption or otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collection. (b) the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Companyan Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Companyan Issuer, the Guarantors Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to any of the Company Issuers or the Guarantors, any amount paid either by an Issuer or any Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 7 hereof for the purposes of this its Guarantee, 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 Obligations as provided in Article 6 of this Indenture7 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 1012, each of the Guarantors herebyGuarantor, jointly and severally, hereby irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of Securities and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: Holders (1i) the principaldue and punctual payment of principal of, premium, if any, and interest in full on each Security when and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on the Notes shall be promptly paid overdue principal of, premium, if any, and interest in full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantors to the Holders or the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Securities and this Indenture. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to perform any such other Obligation, each Guarantor hereby agrees to cause any such payment to be made punctually when dueand as the same shall become due and payable, whether at Stated Maturity, by acceleration, redemption declaration of acceleration or otherwise, and interest on as if such payment were made by the overdue principal Company and interest on the Notes, if any, if lawful, and all to perform any such other Obligations Obligation of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor hereby further agrees that to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this is a guarantee Article 12 are guarantees of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective Each of the validity, regularity or enforceability of Company and the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyCompany or any other Guarantor, any right to require a proceeding first against the CompanyCompany or any other Guarantor, protest, protest or notice with respect to the Securities or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee shall these Guarantees will not be discharged except by complete performance of the obligations Obligations contained in the Notes Securities and in this Indenture, or pursuant to Section 10.05 of this Indentureas otherwise specifically provided therein and herein. (c) Each Guarantor hereby waives and relinquishes: (i) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") to proceed against the Company, the Subsidiaries of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee Company or any Holder other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in enforcing any rights under this Section 10.01 secured party's power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries of the Company, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) 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; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (vi) 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 (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) for purposes of the relevant Guarantee, the maturity of the Obligations guaranteed hereby Guaranteed by such Guarantee may be accelerated as provided in Article 6 for the purposes of this Guarantee5, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebythereby, and (2ii) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise purposes of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (fe) 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 Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or shall be reinstated, as the case may be, if at any time payment and performance any payment, or any part thereof, of principal of, premium, if any, or interest on any of the Notes are, pursuant to applicable law, Securities is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes Holders or the GuaranteesTrustee upon the insolvency, whether as a “voidable preference,” “fraudulent transfer” bankruptcy or otherwisereorganization of the Company or any of the Guarantors, 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. (gf) In case any provision of any Guarantee Each Guarantor shall be invalid, illegal or unenforceable, the validity, legality and enforceability subrogated to all rights of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor Holders against the Company in respect of its Guarantee any amounts paid by such Guarantor pursuant to the provisions of the Guarantees or this Indenture; provided, however, that a Guarantor shall not be made without set-offentitled to enforce or to receive any payments until the principal of, counterclaimpremium, reduction or diminution of any kind or natureif any, and interest on all Securities issued hereunder shall have been paid in full.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Company Issuers hereunder or and thereunder, that: (1a) the principal, principal of and premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other payment Obligations of the Company Issuers to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, upon repurchase or otherwise (collectively, the “Guaranteed Obligations”)redemption or otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collection. (b) the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Companyan Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Companyan Issuer, the Guarantors Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to any of the Company Issuers or the Guarantors, any amount paid either by an Issuer or any Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this its Guarantee, 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 Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject Vale hereby absolutely, unconditionally and irrevocably guarantees in favour of the Purchaser the payment of all monetary liabilities and obligations of the Seller under this Agreement including any damages or Losses owing by the Seller pursuant to this Article 10Agreement on account of a breach by the Seller of any of its representations or warranties given under this Agreement or pursuant to a certificate delivered pursuant hereto or a breach by Seller of its covenants or other obligations under this Agreement (collectively, each the “Vale Guaranteed Obligations”). Vale agrees that all amounts owing by Vale under this Section 11.1(a) shall be payable by Vale to the Purchaser promptly after receipt of written demand from the Purchaser (a “Payment Demand”) following the occurrence of a Vale Entity Event of Default that is continuing. Vale shall not be required to make any such payments hereunder in respect of any amount owed by the Seller to the Purchaser pursuant to Section 2.5 which has been validly asserted and set off pursuant to Section 15.4. (b) The Project Owner hereby absolutely, unconditionally and irrevocably guarantees in favour of the Purchaser the prompt and complete payment, observance and performance of all liabilities and obligations of the Seller under this Agreement including any damages or Losses owing by the Seller pursuant to this Agreement on account of a breach by the Seller of any of its representations or warranties given under this Agreement or pursuant to a certificate delivered pursuant hereto or a breach by Seller of its covenants or other obligations under this Agreement (collectively, the “Project Owner Guaranteed Obligations”). The Project Owner shall promptly upon demand by the Purchaser observe, pay and perform such Project Owner Guaranteed Obligations upon the default or non-performance thereof by the Seller pursuant to the provisions of this Agreement. (c) The foregoing agreements of the Guarantors herebyare absolute, jointly unconditional, present and severallycontinuing and are in no way conditional or contingent upon any event, irrevocably and unconditionally guaranteescircumstance, on action or omission which might in any way discharge a senior unsecured basis, guarantor or surety in whole or in part. (d) Each Payment Demand shall identify the relevant breach by the Seller of its obligations under this Agreement; provided that failure by the Purchaser to each Holder and provide such information shall not relieve Vale of its obligation to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all pay in accordance with Section 11.1(a). (e) For greater certainty, the terms hereof and thereof; and (2guarantee described in Section 11.1(a) in case of any extension of time is a guarantee of payment only, and not of performance. Nothing contained in this Article 11 shall oblige Vale to perform, or renewal refrain from performing, or to procure the performance or non-performance of any Notes the Guaranteed Obligations or any part thereof save for the payment of such other obligations, that same shall be promptly paid money in full when due or performed respect of the breach of the Guaranteed Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”Section 11.1(a). Failing payment by Nothing contained in this Article 11 shall oblige Vale to carry out, discharge or perform, or procure the Company when due of carrying-out, discharging or performance 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. (b) The Guarantors hereby agree that their other obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder Seller or the Trustee is required by any court or otherwise to return Project Owner to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesPurchaser. (f) Each Guarantee shall remain Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Section 11.1(a) or 11.1(b), as applicable, agrees to indemnify and keep indemnified the Purchaser in full force from and effect against all and continue to be effective should any petition be filed Losses suffered or incurred by the Purchaser arising out of, or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or in connection with: (i) any significant part failure of the Company’s assetsSeller to perform or discharge the Guaranteed Obligations; or (ii) total or partial unenforceability of any Guaranteed Obligation by reason of illegality, incapacity, lack or exceeding of powers, ineffectiveness of execution or otherwise (a “Lack of Enforceability”), and shalleach Guarantor agrees that all indemnified amounts owing by such Guarantor under this Section 11.1(f) shall be payable by such Guarantor to the Purchaser promptly upon demand by the Purchaser. (g) The obligations of the Guarantors under this Section 11.1 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged, limited or otherwise affected by (and each of the Guarantors hereby consents to or waives, as applicable, to the fullest extent permitted by lawApplicable Law): (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to the Guaranteed Obligations, including any increase or decrease in the amounts payable thereunder including any amendment to this Agreement (other than this Section 11.1) for which the Guarantors’ consent was not obtained; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations; (iv) any Insolvency Event affecting the Seller, any Guarantor or any other Person or their property; (v) any Change of Control of the Seller, any Guarantor or any other Person, or any Transfer of all of or any part of the Seller, the Project Owner or Vale’s interest in this Agreement or in any Guaranteed Obligations; (vi) subject to the right of the Guarantors under the proviso immediately following Section 11.1(g)(xxii),the existence of any claim, set off or other rights which the Guarantors may have at any time against the Seller, the Purchaser or any other Person; (vii) any invalidity, illegality or unenforceability relating to or against the Seller or any Guarantor or any provision of Applicable Law or regulation purporting to prohibit the payment by the Seller or any Guarantor of any amount in respect of the Guaranteed Obligations; (viii) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Purchaser to payment of the Guaranteed Obligations; (ix) any Transfer by the Project Owner of its right, title or interest in and to any of the Project Assets, or any other action taken or not taken by the Project Owner; (x) any release, substitution or addition of any co-signer, endorser or other guarantor of the Guaranteed Obligations except to the extent that this Agreement expressly provides for a release or replacement of the Guarantors from the Guaranteed Obligations in such circumstances; (xi) any defence arising by reason of any failure of the Purchaser to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of acceptance of this Agreement, partial payment or non-payment of any Guaranteed Obligations or the existence, creation or incurring of new or additional Guaranteed Obligations; (xii) any defence arising by reason of any failure of the Purchaser to proceed against the Seller, any Guarantor or any other Person, to apply or exhaust any security held from the Seller, any Guarantor or any other Person for the Guaranteed Obligations, or to pursue any other remedy of the Purchaser whatsoever; (xiii) any Applicable Law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (xiv) any defence arising by reason of any incapacity, lack of authority, or other defence of the Seller, any Guarantor or any other Person, or by reason of any limitation, postponement, prohibition on the Purchaser’s right to payment of any Guaranteed Obligations, or by reason of the cessation from any cause whatsoever of the liability of the Seller, any Guarantor or any other Person in respect of any Guaranteed Obligations, or by reason of any act or omission of the Purchaser or others which directly or indirectly results in the discharge or release of the Seller, any Guarantor or any other Person or all or any part of the Guaranteed Obligations, or any security or guarantee therefor, whether by contract, operation of Applicable Law or otherwise; (xv) any defence arising by reason of any failure by the Purchaser to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Seller, any Guarantor or any other Person, or by reason of any interest of the Purchaser in any property, whether as supplier thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Purchaser of any right to recourse or collateral; (xvi) any defence arising by reason of the failure of the Purchaser to marshal any property; (xvii) any defence based upon any failure of the Purchaser to give to the Seller, any Guarantor or any other Person notice of any sale or other disposition of any property securing any Guaranteed Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Purchaser to comply with any Applicable Law in enforcing any security interest in or lien upon any such property, including any failure by the Purchaser to dispose of any such property in a commercially reasonable manner; (xviii) any dealing whatsoever with the Seller, any Guarantor or any other Person or any security, whether negligently or not, or any failure of the Purchaser to take any action; (xix) any Transfer by the Seller or Purchaser of this Agreement or any Guaranteed Obligations, in whole or in part; (xx) any consolidation, amalgamation with, merger with or into, Transfer of assets (whether all or partial), continuance, reorganization, reincorporation, reconstitution as another entity, by or in respect of the Seller or any other similar matter undertaken by Seller; (xxi) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Seller, any Guarantor or any other Person, including any discharge of, or bar against collecting, any Guaranteed Obligations, in or as a result of any such proceeding; or (xxii) any other act or omission to act or delay of any kind by any the Seller, any Guarantor, the Purchaser, or any other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraph, constitute a legal or equitable discharge, limitation or reduction of the obligations of any Guarantor hereunder (other than the payment or performance in full of all of the Guaranteed Obligations), provided that, notwithstanding anything to the contrary herein, each Guarantor expressly reserves the right to assert any counterclaim or setoff which the Seller is or would have been entitled to assert (other than defenses in respect of Lack of Enforceability). (h) Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part any Guarantor's liability hereunder, without obtaining the consent of or giving notice to any Guarantor, the Purchaser may: (i) grant time, renewals, extensions, indulgences, releases and discharges to the Seller; (ii) take or abstain from taking or enforcing securities or collateral from the Seller or from perfecting securities or collateral of the Seller; and (iii) accept compromises from the Seller. (i) The provisions of this Section 11.1 apply (and the waivers set out herein will be effective) even if the effect of any action (or failure to take action) by the Purchaser is to destroy or diminish any subrogation rights of any Guarantor or any rights of any Guarantor to proceed against the Seller or any other Person for reimbursement or to recover any contribution from any other guarantor or any other right or remedy of the Guarantors. (j) The Purchaser shall not be bound to exhaust its recourse against the Seller, any Guarantor or any other Persons or to realize on any security it may hold in respect of the Guaranteed Obligations before being entitled to payment or performance from the Guarantors under this Section 11.1 and each of the Guarantors hereby renounces all benefits of discussion and division. (k) In the event of a breach of any of the Guaranteed Obligations, the Purchaser is entitled to make claim and to pursue its remedies in respect thereof against any one or any combination of the Seller and Guarantors as described in Section 11.1(a), provided that in no event shall the obligations of the Guarantors under this Section 11.1 be interpreted to allow the Purchaser to recover more from the Guarantors, the Seller or any combination of the payments from such parties, than it could have recovered from the Seller in respect of such breach (or would have been recoverable in the absence of any Lack of Enforceability or any Insolvency Event applicable to the Seller), net of any set-off that would be permitted in accordance with Section 15.4 in respect of such breach. (l) This Section 11.1 shall continue and apply to any ultimate unpaid or unperformed balance of the Guaranteed Obligations and shall be effective or be reinstated, as the case may be, reinstated if at any time payment and or performance of any of the Notes are, pursuant to applicable law, Guaranteed Obligations is rescinded or reduced in amount, or must otherwise be restored returned or returned reversed by the Purchaser upon the occurrence of an Insolvency Event applicable to the Seller or any obligee on the Notes Guarantor or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwisefor any other reason whatsoever, all as though such payment or performance had not been made. . (m) In the event that the Purchaser shall receive any payment payments or any part thereof, is rescinded, reduced, restored or returnedperformance on account of the Guaranteed Obligations from the Guarantors, the Notes shallrealization of any security or otherwise, the Guarantors shall have no right to make any claims for repayment or contribution or to exercise any rights of subrogation against any Vale Entity, and all such rights are hereby expressly waived, until the fullest extent permitted by lawGuaranteed Obligations have been fully and completely paid, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored performed or returnedotherwise satisfied. (gn) In case the event of an Insolvency Event applicable to the Seller or any provision Guarantor or in the event that the Seller or Guarantor shall make a bulk sale of any Guarantee shall be invalid, illegal of its assets within the bulk transfer provisions of any applicable legislation or unenforceableany composition with creditors or scheme of arrangement, the validity, legality and enforceability Purchaser shall have the right to rank in priority to the Guarantors for its claim in respect of the Guaranteed Obligations and to receive all dividends or other payments in respect thereof until the Guaranteed Obligations have been fully and completely paid, performed or otherwise satisfied, all without prejudice to its claim against the Guarantors who shall continue to be liable for any remaining provisions shall not in any way be affected unpaid or impaired therebyunperformed balance of the Guaranteed Obligations. (ho) Each guarantee in this Article 11 is a continuing guarantee which shall remain in full force and effect notwithstanding any intermediate or partial satisfaction or performance of the Guaranteed Obligations by the Seller, any Guarantor or any other Person. (p) The liability of each Guarantor under this Article 11 shall not be reduced, discharged or otherwise adversely affected by any act, omission, matter or thing which would have discharged or affected the liability of such Guarantor had it been a principal obligor instead of a guarantor, or indemnifier, or by anything done or omitted by any Person which, but for this provision, might operate or exonerate or discharge such Guarantor or otherwise reduce or extinguish its liability under this Article 11; except to the extent such matters reduce the Guaranteed Obligations as against the Seller. (q) Each Guarantor waives any right it may have to require the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against the Seller before claiming from such Guarantor under this Article 11. (r) Each guarantee in this Article 11 is in addition to and shall not affect nor be made affected by a Guarantor or merge with any other judgment, security, right or remedy obtained or held by the Purchaser from time to time in respect of its Guarantee shall be made without set-offthe discharge and performance of the Guaranteed Obligations by the Seller. (s) Without prejudice to the sequence and time periods for making demands, counterclaim, reduction or diminution of any kind or nature.the Guarantors expressly wai

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Collateral Agent and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1i) the principalprincipal of, premium, if any, and interest on on, the Notes shall and such other Note Obligations will be promptly paid in full in cash when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or under the Notes shall thereunder will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof; and , and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations (including Note Obligations), that same shall will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Guarantor, 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 unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand of payment, filing of claims with a court in the event of insolvency or bankruptcy notice hereunder including any of the Companyfollowing: (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 Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance or to realize upon any Collateral for any of the Note Obligations, as a condition precedent to enforcing such Guarantor’s liability and obligations contained in the Notes and under this Indenture, or pursuant to Section 10.05 of this IndentureArticle 13. (c) Each of the Guarantors also agreesIf any Holder, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee Collateral Agent is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to amount paid by the Company or the Guarantors, any amount paid either Guarantor to the Trustee Trustee, the Collateral Agent or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (ed) Each Guarantor further unconditionally and irrevocably agrees that it shall not be entitled to (x) enforce or otherwise exercise any right of subrogation in relation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Note 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 Holders Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor. in respect of any obligations guaranteed hereby each case, until payment in full in cash of all Obligations obligations (including the Note Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture6, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligations of the Guarantors to the Trustee, Collateral Agent and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or other applicable law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a third-party beneficiary to the contribution agreement set forth in this Section 13.01. Notwithstanding anything to the contrary, the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain until payment in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit in cash of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedNote Obligations. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject Purchaser shall use reasonable best efforts to this Article 10cause itself or one or more of its Affiliates to be substituted in all respects for Seller, each effective as of the Guarantors herebyClosing, jointly and severally, irrevocably and unconditionally in respect of all obligations of Seller under any guarantees, on a senior unsecured basisbonding arrangements, to keepwell agreements, net working capital maintenance agreements, reimbursement obligations, letters of credit, letters of comfort or any similar agreements, in each Holder and case to the Trustee extent relating to the Business (and its successors and assignsnot any Excluded Assets or Retained Liabilities), irrespective binding Seller for the benefit of the validity and enforceability of this Indenture, the Notes Business or the obligations of Business Subsidiaries, and Seller shall reasonably cooperate in Purchaser’s efforts, in each case to the extent that the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company has not been so substituted for Seller pursuant to the Holders or Reorganization Agreement (the Trustee hereunder or under the Notes “Guarantees”). In no event shall be promptly 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 Purchaser or any of such other obligations, that same shall its Affiliates 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 (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay any money to any Person to effect the same immediately. Each Guarantor agrees that substitutions described in this is a guarantee of payment and not a guarantee of collectionSection 4.12. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with With respect to any provisions hereof Guarantees that remain outstanding after the Closing Date, (i) Seller and Purchaser shall continue to cooperate and use their respective reasonable best efforts to terminate, or, if the parties are unable to so terminate, cause Purchaser or thereofone of its Affiliates to be substituted in all respects for Seller in respect of, all obligations under the recovery of Guarantees, (ii) Purchaser shall indemnify and hold harmless Seller for any judgment against the Companydamages, 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 diligenceLiabilities, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee arising from or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise relating to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyGuarantees, and (2iii) Purchaser shall not permit any of the Business Subsidiaries or Affiliates to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another Third Party or (D) amend in any manner, except as contemplated pursuant to clause (i) above, any loan, Contract or other obligation for which Seller is or would reasonably be expected to be liable under such Guarantee (including after taking into account clause (ii) above). To the extent that Seller has performance obligations under any Guarantee that remains outstanding after the Closing Date, Purchaser will use reasonable best efforts to (x) perform such obligations on behalf of Seller or (y) otherwise take such action as is reasonably requested by Seller so as to put Seller in the event of any declaration of acceleration of such Obligations same position as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assetsif Purchaser, and shallnot Seller, to the fullest extent permitted by law, continue to be effective had performed or be reinstated, as the case may be, if at any time payment and performance were performing such obligations. Table of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.Contents

Guarantees. (a) Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably fully and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations other Obligations of the Company Issuers hereunder or thereunder, that: (1a) the principalprincipal of, premiumpremium and interest (including Additional Interest, if any, and interest ) on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest (including Additional Interest, if any) on the Notes, if any, if to the extent lawful, and all other Obligations of the Company Issuers to the Holders or the Trustee hereunder or under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so 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 hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their to the fullest extent permitted by applicable law, 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 thereofof this Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each To the fullest extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers or Guarantors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Subsidiary Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteethese Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the these Guarantees. (f) . Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company an Issuer for liquidation or liquidation, reorganization, should the Company such Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case . The Guarantee issued by any provision of any Guarantee Guarantor shall be invalida general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) if any. Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. Notwithstanding anything to the contrary, any direct or indirect parent company of the Company may guarantee the Notes and become a Guarantor hereunder.

Guarantees. (a) Subject to the provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations other Obligations of the Company Issuers hereunder or thereunder, that: (1) that the principalprincipal of, premium, if any, premium and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes, if any, if lawful, to the extent lawful and all other Obligations of the Company Issuers to the Holders or the Trustee hereunder or under this Indenture and the Notes shall be promptly paid in full or performedfull, all in accordance with the terms hereof of this Indenture and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)Notes. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, 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 guarantorSubsidiary Guarantor. Each To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers or Subsidiary Guarantors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Subsidiary Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guaranteethese Guarantees. 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 these Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10Except as otherwise contemplated by Section 1403 below, each of the Guarantors hereby, jointly and severally, irrevocably and Guarantor hereby unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premiumany premium and interest on and any Additional Amounts, if any, on such Security and interest on the Notes due and punctual payment of any sinking fund or analogous payments provided for pursuant to the terms of such Security, when and as the same shall be promptly paid in full when duebecome due and payable, whether at the Stated Maturity, by declaration of acceleration, redemption call for redemption, repayment at the option of the Holder or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture, and any and all other amounts owed by the extension or renewalCompany to the Trustee under the terms of this Indenture. In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated MaturityMaturity or by declaration of acceleration, by acceleration call for redemption, repayment at the option of the Holder or otherwise (collectivelyotherwise, the “Guaranteed Obligations”). Failing and as if such payment were made by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelyCompany. Each The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes such Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of such Security or by the Trustee with respect to any provisions hereof thereof or thereofof this Indenture, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the terms of such Security and all demands whatsoever whatsoever, and covenants that this Guarantee shall the Guarantees will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in this guarantee. The Guarantor hereby agrees that, in the Notes event of a default in payment of principal (or premium, if any) or interest or Additional Amounts, if any, on such Security, or a default in any sinking fund or analogous payment referred to therein, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in this Indenture, or directly against the Guarantor to enforce the Guarantees without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holders of the Securities of a particular series against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to Section 10.05 the provisions of the Guarantees or this Indenture. (c) Each of ; provided, however, that the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, Guarantor shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall -------- ------- not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until the Holders in respect principal of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that(and premium, as between the Guarantorsif any) and interest and Additional Amounts, if any, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 all Securities of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors series issued hereunder shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteesbeen paid in full. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (aA) Subject the Acquired EBITDA of any Person, property, business or asset acquired by the Lead Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to this Article 10the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Lead Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of compliance with the covenant set forth in Section 7.09 and the calculation of the Guarantors herebyConsolidated First Lien Net Leverage Ratio, jointly the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and severallythe Consolidated Interest Coverage Ratio, irrevocably an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and unconditionally guaranteesdelivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, on a senior unsecured basisproperty, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to each Holder the fact that they are subject to an agreement to dispose of such operations, only when and to the Trustee extent such operations are actually disposed of) by the Lead Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and its successors and assignsthe Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), irrespective based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the validity fiscal quarters ended on December 31, 2018, March 31, 2019, June 30, 2019 and enforceability of this IndentureSeptember 30, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes 2019 Consolidated EBITDA for such fiscal quarters shall be promptly paid $28,419,000, $36,219,000, $40,703,000 and $41,511,000, respectively, in full when dueeach case, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on as may be subject to any adjustment set forth in the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of immediately preceding paragraph for any extension of time of payment or renewal of any Notes or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder four-quarter period with respect to any provisions hereof acquisitions, dispositions or thereof, conversions occurring after the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this IndentureClosing Date. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10Thirteen, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee (acting in any capacity hereunder) and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations Obligations of the Company hereunder or thereunder, that: (1a) the principal, principal and premium, if any, of, and interest on interest, if any, on, the Notes shall Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on premium, if any of, and interest, if any, on, the NotesSecurities, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee (acting in any capacity hereunder) hereunder or under the Notes shall thereunder will 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 Securities or any of such other obligations, 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 Maturity, by acceleration or otherwise otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (collectivelyincluding, without limitation, counsel fees and expenses) incurred by the “Guaranteed Obligations”)Trustee under this Indenture in enforcing any rights under a Guarantee with respect to a Guarantor. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureFive hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each 15 of the Guarantors herebyIndenture shall apply to the Notes. In addition, jointly from and severallyafter the Issue Date, irrevocably the Issuer or the General Partner, as applicable, shall cause any Subsidiary of the Issuer or the General Partner that guarantees payment of more than $35,000,000 of the Issuer’s indebtedness for money borrowed or more than $35,000,000 of the indebtedness for money borrowed of the Issuer’s or the General Partner’s other Subsidiaries to execute and unconditionally guarantees, on a senior unsecured basis, to each Holder and deliver to the Trustee and its successors and assigns, irrespective a supplemental indenture pursuant to which such Subsidiary shall guarantee payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if anywhereupon such Subsidiary shall become a Guarantor for all purposes under the Indenture. The Issuer or the General Partner, if lawfulas applicable, shall cause each Subsidiary that is required to become a Guarantor pursuant to the immediately preceding sentence to promptly execute and all other Obligations deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B to this Supplemental Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Guarantee on substantially the terms set forth in Article 15 of the Company Indenture. Concurrently therewith, the Issuer or the General Partner, as applicable, shall deliver to the Holders or Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee hereunder to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or under the Notes shall be promptly paid hereafter in full effect affecting creditors’ rights or performedremedies generally and to general principles of equity (including standards of materiality, all good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such subsidiary, enforceable against such subsidiary 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionits terms. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, jointly and severally, irrevocably fully and unconditionally guarantees, on a senior unsecured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations of the Company hereunder or and thereunder, that: (1i) the principal, premium, if any, principal of and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration, redemption upon redemption, upon prepayment or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notes, if any, if lawfuland the Settlement Amounts upon exchange will be promptly paid and/or delivered in full when due upon exchange, and all other Obligations payment obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon redemption, upon prepayment or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be will be, jointly and severally severally, obligated to pay the same immediately. Each Guarantor agrees that An Event of Default with respect to the Notes under this is a guarantee Indenture shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collectionthe Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their respective obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid either by the Company or any Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1a) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed herebythereby, and (2b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturenature (provided that Additional Amounts payable pursuant to Section 4.07 shall remain payable). (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Note is exchanged in accordance with this Indenture.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably fully and unconditionally guarantees, on a senior an unsecured basis, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: : (1a) the principal, principal of and interest and premium, if any, and interest on the Notes Securities shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and interest on the NotesSecurities, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes thereunder, including for expenses, indemnification or otherwise, shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and and (2b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall 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 (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediatelypromptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (bc) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all of the obligations of the Company hereunder and under the Securities). Each Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this each Guarantee shall not be discharged except by complete performance full payment of the obligations contained in the Notes Securities and this Indenture, Indenture or pursuant to Section 10.05 by release in accordance with the provisions of this Indenture. (cd) Each of the Guarantors Guarantor also agrees, jointly and severally, agrees to pay any and all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture10.1. (de) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, Guarantors any amount paid either to such Holder or the Trustee or such HolderTrustee, this Subsidiary then each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (ef) Each Until terminated in accordance with Section 10.6 hereof, each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 5.1 hereof for the purposes of this each Guarantee, 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 declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureSection 5.1 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this each Guarantee. The Guarantors shall have the right to seek contribution from any non-paying nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (fg) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver Receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes Securities or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, 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. (gh) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (hi) The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, if any. (j) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-offsetoff, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each Each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assignsNoteholder, irrespective of the validity and enforceability of this IndentureAgreement, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principal, premium, if any, principal of and premium and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of (and any premium) and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee Noteholders hereunder or under the Notes thereunder 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 such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due due, subject to any applicable grace period, 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. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder Noteholder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that that, subject to Section 13.04, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) Agreement. If any Holder or the Trustee Noteholder is required by any court or otherwise to return to the CompanyCompany or Guarantors, the Guarantors or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid either by the Company or the Guarantor to the Trustee or such HolderNoteholder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) effect as to such amount only. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders Noteholders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeNoteholders, on the other hand, (1a) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 11 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, hereby and (2b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureSection 11, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders Noteholders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10X, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principalprincipal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, Indenture or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) 10.04. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-non paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 1012, each of the Guarantors herebyGuarantor, jointly and severally, hereby irrevocably and unconditionally guaranteesguarantees (each a "Guarantee"), on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: that (1a) the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on the Notes shall be promptly duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal principal, and interest on the Notespremium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Notes and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes or under the Collateral Documents (including fees, expenses or other Obligations) 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 such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed "Guarantee Obligations”"). Failing payment by the Company when due of any amount so guaranteed Guarantee Obligation or failing performance of any performance so guaranteed other Obligation of the Company to the Holders, for whatever reason, the Guarantors each Guarantor shall be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders to accelerate the Guarantee Obligations of each Guarantor hereunder in the same manner and to the same extent as the Company Obligations. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations its Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, and relinquishes (a) any right to require the Trustee, the Holders or the Company (each, a proceeding first "Benefited Party") to proceed against the Company, protestthe Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or Obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefited 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 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 Obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party's election in any proceeding instituted under the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenants (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 this Guarantee the Guarantees shall not be discharged except by complete performance payment in full of all Guarantee Obligations, including the obligations contained in principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, the Collateral Documents or pursuant to as provided in Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) 8.01. If any Holder or the Trustee is required by any court or otherwise to return to either the CompanyCompany or the Guarantors, the Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid either by the Company or the Guarantors to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guarantee Obligations hereby until payment in full of all Obligations guaranteed herebysuch Obligations. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteehereof, 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 declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this the Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each of the Guarantors herebyEach Guarantor, jointly and severally, hereby unconditionally and irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and guarantees to the Trustee Administrative Agent, for the ratable benefit of the Lenders and its successors their respective successors, indorsees, transferees and assigns, irrespective of the validity prompt and enforceability of this Indenture, complete payment and performance by the Notes or the obligations of the Company hereunder or thereunder, that: Borrower as and when due (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 or otherwise (collectively, otherwise) of the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each This Guarantee shall remain in full force and effect and continue until the Obligations are paid in full. (c) Each Guarantor agrees that whenever, at any time, or from time to be effective should time, it shall make any petition be filed by or against payment to the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all 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. (d) 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. (e) No payment or payments made by the Borrower, either of the Company’s assetsGuarantors, and any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, 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 or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only payments (other than payments made by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-offthe Obligations or payments received or collected from such Guarantor in respect of the Obligations), counterclaimremain liable for the Obligations, reduction or diminution up to the maximum liability of any kind or naturesuch Guarantor hereunder until the Obligations are paid in full.

Guarantees. (a) Subject to this Article 10the provisions of Section 6.1(b), each Borrower hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Guarantors herebyLenders and their respective successors, jointly and severallyindorsees, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to the Trustee and its successors transferees and assigns, irrespective of the validity prompt and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: complete payment by each other Borrower when due (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 or otherwise (collectively, otherwise) of the “Guaranteed Obligations”). Failing payment Obligations owing by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionsuch other Borrower. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of Anything in this Article VI to the validity, regularity or enforceability of the Notes or this Indenturecontrary notwithstanding, the absence maximum liability of any action each Borrower (other than a Borrower which is guaranteeing the Obligations of its Subsidiaries) under this Article VI shall in no event exceed the amount which can be guaranteed by such Borrowing Subsidiary under applicable federal and state laws relating to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery insolvency of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenturedebtors. (c) Each Borrower agrees that the Obligations owing by any other Borrower may at any time and from time to time exceed the amount of the Guarantors also agrees, jointly liability of such other Borrower under this Article VI without impairing the guarantee of such Borrower under this Article VI or affecting the rights and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by remedies of the Trustee Administrative Agent or any Holder in enforcing any rights Lender under this Section 10.01 of this IndentureArticle VI. (d) If any Holder No payment or the Trustee is required payments made by any court Borrower or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise to return to affect the Companyliability of the Borrowers under this Article VI 51 56 which shall, notwithstanding any such payment or payments, continue until the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount Obligations are paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectthe Commitments are terminated. (e) Each Guarantor Borrower agrees that whenever, at any time, or from time to time, it shall not be entitled to make any right of subrogation in relation payment to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Administrative Agent or any significant part Lender on account of its liability under this Article VI, it will notify the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced Administrative Agent in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though writing that 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 made under this Article VI for such amount paid and not so rescinded, reduced, restored or returnedpurpose. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each of To the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on extent a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a Member guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return an institutional lender to the Company, the Guarantors or any custodianBoard of Directors shall send to each Preferred Member written notice of the required guarantee including a description of the purpose of the loan the Members are being asked to guarantee, trustee, liquidator or other similar official acting in relation a statement of the potential benefits of the loan to the Company and the Members who guarantee the loan and a statement of the potential impact upon each Member pursuant to this Section if such Member does not guarantee the loan (the "GUARANTEE NOTICE"). The Preferred Members agree to provide, to a maximum aggregate amount of US$250 Million, a several guarantee of the Company's debt according to their respective Percentage Interests. If any Preferred Member fails to provide, in whole or in part, a guarantee as specified above, such failure shall not constitute an Event of Default under this Agreement, but the GuarantorsPercentage Interests of the Preferred Members shall be adjusted so that each Preferred Member's Percentage Interest shall be determined by multiplying (1) the aggregate Percentage Interests of all of the Preferred Members times (2) a fraction, the numerator of which represents the aggregate amount of each Preferred Member's Capital Contribution plus any amount paid either such Member guaranteed as provided for above, and the denominator of which represents the sum of all Preferred Members' Capital Contributions (other than Common Members) plus the total amount guaranteed by the Members. In addition, the Unpaid Capital Preference and Capital Account of the Preferred Member who fails to the Trustee approve in whole or such Holderin part a guarantee, this Subsidiary Guarantee, to the extent theretofore dischargedas specified above, shall be reinstated adjusted in full force substantially the same manner as Percentage Interests. The Preferred Shares owned by each Preferred Member shall be adjusted accordingly to reflect such adjustments in each Preferred Member's Percentage Interest. As used in the preceding sentence, Capital Contributions shall include those portions of Capital Contributions made by a Defaulting Member or Terminated Member that are credited to the Capital Account Balances of Non-Defaulting Members or Remaining Members following a transfer of part of the Defaulting Member's or Terminated Member's Interest to such Members under clause (ii) of either of Section 3.4.1.4 or Section 10.5. If the failure to guarantee the Company's debt is not a Dilution Event each Member's right to receive and effect. (e) Each Guarantor agrees that it obligation to take the output of the Foundry pursuant to the Purchase Agreement and Future Purchase Agreement shall not be affected. However, if such failure is a Dilution Event, the Members' right to receive and obligation to take the output of the Foundry pursuant to the Purchase Agreement and the Future Purchase Agreement shall be adjusted contemporaneously to reflect the change in Percentage Interests. Additionally, if a Member fails to provide a guarantee as specified above, such Member shall not be entitled to acquire directly or indirectly any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part Products of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shallproduction of which has been funded, to enabled or otherwise facilitated by the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision proceeds of any Guarantee shall be invalid, illegal or unenforceableCompany debt such Member failed to guarantee, the validity, legality and enforceability production of which was described in the remaining provisions shall not in any way be affected or impaired therebyGuarantee Notice. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10Four, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guaranteesguarantees (each, on a senior unsecured basis, “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1) the principalprincipal of, premium, if any, on, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notesof, premium on, if any, and interest on, the Notes, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall 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 or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (ed) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.2 of the Base Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 Section 6.2 of this the Base Indenture, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Security and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (1a) the principalprincipal of, premium, if any, and interest on the Notes shall Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest premium, if any, on the overdue principal and interest on the NotesSecurities, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in the case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenture, Indenture or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) 10.04. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The 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 GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 1011, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Issuers hereunder or thereunder, that: (1a) the principalprincipal of, premium, interest and Liquidated Damages, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, interest and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other Obligations of the Company Issuers to the Holders or the Trustee hereunder or under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants covenant that this Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers or Subsidiary Guarantors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event 101 of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guaranteethese Guarantees. 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 these Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10Each Guarantor hereby fully, each of the Guarantors herebyirrevocably and unconditionally, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basisguarantees (such guarantee to be referred to herein as the “Guarantee”), to each Holder the Holders and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: assigns that (1i) the principal, premiumprincipal of and interest (including PIK Interest and Additional PIK Interest, if any), and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturityupon redemption pursuant to the terms of the Notes, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal and interest on the Notesprincipal, if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other Obligations obligations of the Company to the Holders hereunder, thereunder or under any Security Document or the Trustee hereunder or under the Notes Intercreditor Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof hereof, thereof and thereofof the Security Documents and Intercreditor Agreement; and (2ii) in case of any extension of time of payment or renewal of any of the Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise otherwise, subject, however, in the case of clauses (collectivelyi) and (ii) above, to the “Guaranteed Obligations”)limitations set forth in Section 8.3. Failing The Guarantee of each Guarantor shall rank senior in right of payment by to all subordinated Indebtedness of such Guarantor and equal in right of payment with all other senior obligations of such Guarantor, including borrowings or guarantees of borrowings under the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, Credit Agreement and Indebtedness under the Guarantors shall be jointly Indenture and severally obligated to pay the same immediatelyExisting Notes. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Agreement, any Security Document or this Indenturethe Intercreditor Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder the Holders with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.a

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations of the Company hereunder or and thereunder, that: (1a) the principal, premium, if any, Reduced Principal Amount of and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration, redemption upon repurchase or otherwise, and interest on the overdue principal Reduced Principal Amount of and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other Obligations payment obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 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, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon repurchase or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default with respect to the Notes under this is a guarantee Indenture shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collectionthe Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid either by the Company or any Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. . (e) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1i) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed herebythereby, and (2ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Note is converted in accordance with this Indenture.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principalprincipal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, Indenture or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) 10.05. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to assert any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-non paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guaranteesguarantees (each, on a senior unsecured basis, “Note Guarantee”) to each Holder holding a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: : (1) the principalprincipal of, and interest and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest and premium, if any, on the Notes, if any, if lawful, and all other Obligations obligations of the Company Issuers to the Holders or the Trustee hereunder or under the Notes shall this Indenture will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, 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 otherwise. (collectively, the “Guaranteed Obligations”). b) Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (bc) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Companyany Issuer, the Guarantors or any custodian, trustee, receiver, receiver-manager, interim receiver, liquidator or other similar official acting in relation to the Company any Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary the Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteethe Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenturehereof, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this the Note Guarantee. The Guarantors shall will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 1012, each of the Guarantors hereby, Guarantor hereby jointly and severally, irrevocably and severally unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Security authenticated and made available for delivery by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunderany other Guarantors to the Holders or the Trustee hereunder, that: (1a) the principal, premium, if any, principal of and interest on the Notes shall Securities will be promptly duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal and interest on (to the Notesextent permitted by law) interest, if any, if lawful, on the Securities and all other Obligations of on the Company to the Holders or the Trustee hereunder or under the Notes shall Securities will 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 Securities or any of such other obligationsObligations on the Securities, 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 Maturityfinal stated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed guaranteed, for whatever reason, the Guarantors shall each Guarantor will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company on the Securities. Each Guarantor of the Guarantors hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity regularly 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 Company, any an action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Securities, this Indenture and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or to any Guarantor, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantorssuch Guarantor, any amount paid either by the Company or such Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (1a) subject to this Article 12, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureSection 6.02, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteethe Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s 's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Company Issuers hereunder or and thereunder, that: (1a) the principal, principal of and interest and premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other payment Obligations of the Company Issuers to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, upon repurchase or otherwise (collectively, the “Guaranteed Obligations”)redemption or otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collection. (b) the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Companyan Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Companyan Issuer, the Guarantors Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to any of the Company Issuers or the Guarantors, any amount paid either by an Issuer or any Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this its Guarantee, 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 Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Guarantor for the purpose of this its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. The Parent Guarantor hereby unconditionally guarantees (a) Subject to this Article 10the "Guarantee", each and together with the other guarantees of the Guarantors herebySecurities, if any, the "Guarantees"), jointly and severallyseverally with each other Guarantor of the Securities of that series, irrevocably and unconditionally guarantees, on a senior unsecured basisif any, to each Holder of such Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes such Securities or the obligations of the Company hereunder or thereunder, that: (1i) the principal, premium, if any, due and punctual payment of the principal of and any premium or interest on the Notes shall be promptly paid in full when duesuch Securities, whether at Stated MaturityMaturity or on an Interest Payment Date, by acceleration, redemption pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue principal of and interest on the Notesinterest, if any, on such Securities, if lawful, and all other Obligations obligations of the Company to the Holders of such Securities or the Trustee hereunder or under the Notes thereunder shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; thereof including all amounts payable to the Trustee under Section 6.07 hereof, and (2ii) in case of any extension of time of payment or renewal of any Notes such Securities or any of such other obligations, that the same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by If the Company fails to make any payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors Parent Guarantor of the Securities of that series shall be obligated, jointly and severally obligated with each other such Guarantor, if any, to pay the same immediately. Each The Parent Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their its obligations hereunder shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes or Securities, this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each The Parent Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demands demand whatsoever and covenants that this its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities guaranteed by such Guarantee, in this Indenture and in this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) Article Fifteen. If any Holder of Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the CompanyCompany or the Parent Guarantor of such Securities, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the GuarantorsParent Guarantor, any amount paid either by the Company or the Parent Guarantor of such Securities to the Trustee or such Holder, this Subsidiary GuaranteeArticle Fifteen, to the extent theretofore dischargeddischarged with respect to the Guarantee of such Securities, shall be reinstated in full force and effect. (e) Each . The Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Securities of a series guaranteed hereby by the Parent Guarantor in respect of any obligations guaranteed hereby by such Guarantee until payment in full of all Obligations guaranteed herebysuch obligations. Each The Parent Guarantor further agrees that, as between the GuarantorsParent Guarantor, on the one hand, and the Holders of Securities of a series guaranteed hereby by the Parent Guarantor and the Trustee, Trustee on the other hand, (1i) the maturity of the Obligations obligations guaranteed hereby by such Guarantee may be accelerated as provided in Article 6 Five hereof for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, hereby and (2ii) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureFive hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors Parent Guarantor, jointly and severally with any other Guarantor of such Securities, if any, for the purpose of this Article Fifteen. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article Five, the Trustee may make a demand for payment on the Securities under the Guarantee thereof not discharged. With respect to the Guarantee. The Guarantors , the Parent Guarantor shall have the right be subrogated to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the all rights of the Holders under the Guarantees. (f) Each Holder of any Securities guaranteed hereby by such Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its any amounts paid to such Holder by the Parent Guarantor pursuant to the provisions of such Guarantee; provided that the Parent Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all such Securities shall have been paid in full. The Guarantee provided in this Section 15.01 shall not be made without set-off, counterclaim, reduction valid or diminution become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee or any kind or natureduly appointed agent.

Guarantees. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principalprincipal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, Indenture or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) 10.04. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The 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 GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 1011, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guaranteesfully and unconditionally, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of of, this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest and Additional Interest, if any, on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes thereunder shall be promptly 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 any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. (b) The Subsidiary Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or the Subsidiary Guarantors, any amount paid either by any of them to the Trustee or such Holder, this Subsidiary Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (ed) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesNote Guarantee. (fe) Each Guarantee The Company shall remain in full force and effect and continue not permit any of its Subsidiaries, directly or indirectly, to be effective should guarantee or pledge any petition be filed by or against assets to secure the payment of any other indebtedness of the Company for liquidation or reorganization, should the Company become insolvent any Subsidiary Guarantor unless such Subsidiary is a Subsidiary Guarantor or make an assignment simultaneously executes and delivers a supplemental indenture providing for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part guarantee of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescindedSubsidiary, reducedwhich guarantee shall be senior to or equal in right with such Subsidiary’s guarantee of such other indebtedness. Notwithstanding this Section 11.01(e), restored or returned. (g) In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, automatically and unconditionally released and discharged under the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired therebycircumstances described under Section 11.03 hereof. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 10X, each of the Guarantors herebyGuarantor, jointly and severally, hereby irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of Securities and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: Holders (1i) the principaldue and punctual payment of principal of, premium, if any, and interest in full on each Security when and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on the Notes shall be promptly paid overdue principal of, premium, if any, and interest in full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantors to the Holders or the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Securities and this Indenture. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to perform any such other Obligation, each Guarantor hereby agrees to cause any such payment to be made punctually when dueand as the same shall become due and payable, whether at Stated Maturity, by acceleration, redemption declaration of acceleration or otherwise, and interest on as if such payment were made by the overdue principal Company and interest on the Notes, if any, if lawful, and all to perform any such other Obligations Obligation of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor hereby further agrees that to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Guarantees. The Guarantees under this is a guarantee Article X are guarantees of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective Each of the validity, regularity or enforceability of Company and the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyCompany or any other Guarantor, any right to require a proceeding first against the CompanyCompany or any other Guarantor, protest, protest or notice with respect to the Securities or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee shall these Guarantees will not be discharged except by complete performance of the obligations Obligations contained in the Notes Securities and in this Indenture, or pursuant to Section 10.05 of this Indentureas otherwise specifically provided therein and herein. (c) Each Guarantor hereby waives and relinquishes: (i) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiaries of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee Company or any Holder other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in enforcing any rights under this Section 10.01 secured party's power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries of the Company, any Benefitted Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) 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; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (vi) 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 Law; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1i) for purposes of the relevant Guarantee, the maturity of the Obligations guaranteed hereby Guaranteed by such Guarantee may be accelerated as provided in Article 6 for the purposes of this GuaranteeVI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebythereby, and (2ii) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise purposes of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (fe) 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 Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or shall be reinstated, as the case may be, if at any time payment and performance any payment, or any part thereof, of principal of, premium, if any, or interest on any of the Notes are, pursuant to applicable law, Securities is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes Holders or the GuaranteesTrustee upon the insolvency, whether as a “voidable preference,” “fraudulent transfer” bankruptcy or otherwisereorganization of the Company or any of the Guarantors, 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. (gf) In case any provision of any Guarantee Each Guarantor shall be invalid, illegal or unenforceable, the validity, legality and enforceability subrogated to all rights of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor Holders against the Company in respect of its Guarantee any amounts paid by such Guarantor pursuant to the provisions of the Guarantees or this Indenture; provided, however, that a Guarantor shall not be made without set-offentitled to enforce or to receive any payments until the principal of, counterclaimpremium, reduction or diminution of any kind or natureif any, and interest on all Securities issued hereunder shall have been paid in full.

Guarantees. (a) Subject to this Article 10XV, each of the Guarantors herebyParent Guarantor, GP Guarantor and Subsidiary Guarantor hereby jointly and severally, irrevocably fully and unconditionally guaranteesguarantee, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Company Issuer hereunder or and thereunder, that: (1a) the principal, principal of and premium, if any, and interest interest, if any, on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium (to the extent permitted by law), interest on the Notes, if any, if lawful, and all other payment Obligations of the Company Issuer to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, upon repurchase or otherwise (collectively, the “Guaranteed Obligations”)redemption or otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantee of each Guarantor, and shall entitle the Holders to accelerate the obligations of the each Guarantor hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Guarantors any Guarantor, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to the Company Issuer or the Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantee of each Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of this Guaranteethe Guarantee of such Guarantor, 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 Obligations as provided in Article 6 of this IndentureV hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Guarantor for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise Guarantee of such right does not impair the rights of the Holders under the GuaranteesGuarantor. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 1011, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company Issuers hereunder or thereunder, that: (1a) the principalprincipal of, premium, interest and Liquidated Damages, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, interest and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other Obligations of the Company Issuers to the Holders or the Trustee hereunder or under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (2b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants covenant that this Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers or Subsidiary Guarantors, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Subsidiary Guarantor agrees that it shall not be entitled to any right 101 of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guaranteethese Guarantees. 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 these Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10XII, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principalprincipal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes thereunder 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 such other obligations, 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 (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors . Each Guarantor hereby agree agrees that their its obligations hereunder with regard to this Guarantee shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a "BENEFITED PARTY"), as a condition of payment or performance by such Guarantor, to (i) proceed against the Company, any other guarantor (including any other Guarantor) of the Obligations under the Guarantees or any other Person, (ii) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (iv) pursue any other remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the Obligations under the Guarantees; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Guarantees and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims and (iv) promptness, 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 Company 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 waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Guarantee and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 4.02 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, hereby and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureSection 4.02 hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, guarantees on a senior unsecured basis, secured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (1a) the principal, premium, if any, principal of and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company Issuers to the Holders or the Trustee hereunder or under the Notes shall thereunder will 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 such other obligations, 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 (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated on a senior secured basis to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenturehereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.this

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, jointly and severally, irrevocably fully and unconditionally guarantees, on a senior unsecured basis, guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations of the Company hereunder or and thereunder, that: (1i) the principal, premium, if any, principal of and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration, redemption upon Redemption, upon prepayment or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notes, if any, if lawfuland the Settlement Amounts upon exchange will be promptly paid and/or delivered in full when due upon exchange, and all other Obligations payment obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon Redemption, upon prepayment or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be will be, jointly and severally severally, obligated to pay the same immediately. Each Guarantor agrees that An Event of Default with respect to the Notes under this is a guarantee Indenture shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collectionthe Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their respective obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid either by the Company or any Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1a) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed herebythereby, and (2b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors such Guarantor for the purpose of this its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturenature (provided that Additional Amounts payable pursuant to Section 4.07 shall remain payable). (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Note is exchanged in accordance with this Indenture.

Guarantees. (a) Subject to this Article 1011, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principal, principal and premium, if any, of and interest and Special Interest, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal and premium, if any of and interest and Special Interest, if any, on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will 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 such other obligations, 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 otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (collectivelyincluding, without limitation, counsel fees and expenses) incurred by the “Guaranteed Obligations”)Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) . The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes -78- of this Subsidiary Guarantee, 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 declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenturehereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteesGuarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Collateral Agent and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1i) the principalprincipal of, premium, if any, and interest on on, the Notes shall and such other Note Obligations will be promptly paid in full in cash when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or under the Notes shall thereunder will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof; and , and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations (including Note Obligations), that same shall will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (ba) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Guarantor, 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 unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand of payment, filing of claims with a court in the event of insolvency or bankruptcy notice hereunder including any of the Companyfollowing: (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 right kind with respect to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses Note Obligation (including reasonable attorneys’ fees any accrued but unpaid interest thereon) becoming immediately due and expensespayable; and (iv) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders notice in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment Note Obligation or any part thereof, is rescinded, reduced, restored and any defense arising by reason of any disability or returnedother defense of the Company or any Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require the Trustee, the Notes shallCollateral Agent or any Holder to seek recourse first against the Company or any other Person, or to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case realize upon any provision of Collateral for any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired therebyNote Obligations, as a condition precedent to enforcing such Guarantor’s liability and obligations under this Article 13. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Collateral Agent and its their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (1i) the principalprincipal of, premium, if any, and interest on on, the Notes shall and such other Note Obligations will be promptly paid in full in cash when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders Holders, the Trustee or the Trustee Collateral Agent hereunder or under the Notes shall thereunder will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof; and , and (2ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsobligations (including Note Obligations), that same shall will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Guarantor, 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 unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand of payment, filing of claims with a court in the event of insolvency or bankruptcy notice hereunder including any of the Companyfollowing: (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 Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note 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 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 Transaction 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 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 complete performance. 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 CompanyCompany or any other Person, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance or to realize upon any Collateral for any of the Note Obligations, as a condition precedent to enforcing such Guarantor’s liability and obligations contained in the Notes and under this Indenture, or pursuant to Section 10.05 of this IndentureArticle 13. (c) Each of the Guarantors also agreesIf any Holder, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee Collateral Agent is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to amount paid by the Company or the Guarantors, any amount paid either Guarantor to the Trustee Trustee, the Collateral Agent or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. (ed) Each Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full in cash of all Obligations obligations (including the Note Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (1) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture6, such Obligations obligations (whether or not due and payable) shall will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligation of the Guarantors to the Trustee, Collateral Agent and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Law or any comparable applicable provisions of state law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 13.01. Notwithstanding anything to the contrary, the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain until payment in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit in cash of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedNote Obligations. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 10, each Each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured subordinated basis, to each Holder of a Note executed and to delivered by the Trustee and its successors and assignsCompany, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1a) the principalprincipal of and premium and interest, premiumincluding any Special Interest, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest and Special Interest on the overdue principal of (and any premium) and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Company to the Holders or the Trustee hereunder or under the Notes thereunder 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 such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a prior proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or Guarantors, the Guarantors or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid either to the Trustee or by such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all Obligations obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (1a) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 ARTICLE 12 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, hereby and (2b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureARTICLE 12, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteesthis Guarantee. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to the provisions of this Article 1011, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: : (1a) the principalprincipal of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal principal, premium, if any (to the extent permitted by law), interest on any interest, if any, and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or 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 any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default under this is a guarantee Indenture or the Notes shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the Obligations of collection. (b) The the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. Subject to the provisions of this Article 11, the Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) . If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenturehereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject The Vendor’s Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser the full, due and punctual performance and observation by the Vendor of its obligations under this Article 10Agreement and the Tax Covenant and undertakes to indemnify and keep indemnified the Purchaser against all losses, each damages, costs and expenses of whatsoever nature (including reasonable legal fees) which may be suffered or properly incurred by it by reason of any default or delay on the part of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to Vendor in the Trustee and performance of its successors and assigns, irrespective of the validity and enforceability of obligations under this Indenture, the Notes Agreement or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly 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 any of such other obligations, 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 Maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionTax Covenant. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence In respect of any action proceedings necessary to enforce the same, any waiver due and punctual performance by the Vendor of its obligations under this Agreement or consent by any Holder with respect to any provisions hereof or thereofthe Tax Covenant, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Vendor’s Guarantor hereby irrevocably waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding that the Purchaser brings such proceedings first against the Company, protest, notice Vendor and all demands whatsoever and covenants shall forthwith upon demand unconditionally perform (or procure performance of) and/or satisfy (or procure satisfaction of) the relevant obligation so that this Guarantee the same benefits shall not be discharged except conferred on the Purchaser as would have been received if such obligation had been duly performed and/or satisfied by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this IndentureVendor. (c) Each The Vendor’s Guarantor shall be liable as principal debtor in respect of any sums due from the Vendor under this Agreement or the Tax Covenant and shall not be discharged or released from its undertaking hereunder by any release, variation, dealing, act, event or omission including, without limitation, any change in the constitution or constitutional documents of the Guarantors also agreesVendor or the liquidation, jointly and severallydissolution, reconstruction or amalgamation of the Vendor, which but for this provision might operate to pay discharge the Vendor’s Guarantor’s liability under this Agreement or the Tax Covenant or by any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred time or other indulgence granted by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this IndenturePurchaser to the Vendor. (d) If any Holder or This guarantee is a continuing guarantee and accordingly the Trustee is required by any court or otherwise to return to obligations of the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, Vendor’s Guarantor under this Subsidiary Guarantee, to the extent theretofore discharged, guarantee shall be reinstated remain in full force until all obligations of the Vendor under this Agreement or the Tax Covenant have been discharged in full regardless of the legality, validity or enforceability of any provisions of this Agreement or the Tax Covenant. This guarantee is in addition to and effectshall not prejudice or be prejudiced by any other guarantee, indemnity or other security or right against any third party which the Purchaser may have for the due performance of the obligations concerned. (e) Each As a separate and independent stipulation, the Vendor’s Guarantor agrees that it shall any obligation of the Vendor under this Agreement or the Tax Covenant which may not be entitled to enforceable against or recoverable from the Vendor by reason of any right legal limitation, disability or incapacity on or of subrogation in relation to the Holders Vendor of any fact or circumstance (other than any limitation imposed by this Agreement or the Tax Covenant) shall nevertheless be enforceable against the Vendor’s Guarantor as though the same has been incurred by the Vendor’s Guarantor and the Vendor’s Guarantor was the sole and principal obligor in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed hereby may thereof and/or shall be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction performed 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 Obligations as provided in Article 6 of this Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable paid by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Vendor’s Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteeson demand. (f) Each Guarantee The Vendor’s Guarantor shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganizationprocure that, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for if it transfers all or any significant part substantially all of its assets to another entity, the transferee of such assets will undertake to assume the obligations of the CompanyVendor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returnedGuarantor under this Agreement. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Guarantees. (a) Subject to this Article 1013, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations of the Company hereunder or and thereunder, that: (1a) the principal, premium, if any, principal of and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration, redemption upon repurchase or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other Obligations payment obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall thereunder will be promptly paid in full or and 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 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, subject to any applicable grace period, whether at Stated Maturitythe Maturity Date, by acceleration acceleration, upon repurchase or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that An Event of Default with respect to the Notes under this is a guarantee Indenture shall constitute an event of payment default under the Guarantees, and not a guarantee shall entitle the Holders to accelerate the obligations of collectionthe Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture13.01. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors Guarantors, or any custodianCustodian, trustee, liquidator Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid either by the Company or any Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) . Each Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. . (e) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed herebythereby, and (2b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Note is converted in accordance with this Indenture.

Guarantees. (a) Subject to the provisions of this Article 1012, each of the Guarantors hereby, Guarantor hereby jointly and severally, irrevocably and severally unconditionally guarantees, on a senior unsecured basis, guarantees to each Holder of a Security authenticated and made available for delivery by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunderany other Guarantors to the Holders or the Trustee hereunder, that: (1a) the principal, premium, if any, principal of and interest on the Notes shall Securities will be promptly duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal and interest on (to the Notesextent permitted by law) interest, if any, if lawful, on the Securities and all other Obligations of on the Company to the Holders or the Trustee hereunder or under the Notes shall Securities will 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 Securities or any of such other obligationsObligations on the Securities, 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 Maturityfinal stated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”)otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed guaranteed, for whatever reason, the Guarantors shall each Guarantor will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company on the Securities. Each Guarantor of the Guarantors hereby agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity regularly 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 Company, any an action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Securities, this Indenture and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or to any Guarantor, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantorssuch Guarantor, any amount paid either by the Company or such Guarantor to the Trustee or such Holder, this Subsidiary Guaranteethe Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantorsit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (1a) subject to this Article 12, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (2b) in the event of any declaration of acceleration of such Obligations obligations as provided in Article 6 of this IndentureSection 6.02, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteethe Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s '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 Notes or the GuaranteesSecurities, 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. (g) In case any provision . No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, 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. The Guarantors shall have the right to seek contribution from any non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that in no event shall any Guarantor's obligations under its Guarantee be subject to avoidance under any applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that the Guarantees would, but for this sentence, be subject to avoidance, then the liability of the Guarantors under the Guarantees shall be invalid, illegal reduced to the extent necessary such that such Guarantees shall not be subject to avoidance under the applicable fraudulent conveyance or unenforceablesimilar law. Subject to the preceding limitation on liability, the validity, legality Guarantee of each Guarantor constitutes a guarantee of payment in full when due and enforceability not merely guarantee of the remaining provisions shall not in any way be affected or impaired therebycollectibility. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.